Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-239178
San Diego Gas & Electric Company
Final Term Sheet
March 7, 2022
3.000% First Mortgage Bonds, Series XXX, due 2032
3.700% First Mortgage Bonds, Series YYY, due 2052
This free writing prospectus relates only to the securities described below and should be read together with San Diego Gas & Electric Company’s preliminary prospectus supplement dated March 7, 2022 (the “Preliminary Prospectus Supplement”), the accompanying prospectus dated June 26, 2020 and the documents incorporated and deemed to be incorporated by reference therein.
| Issuer: | San Diego Gas & Electric Company (the “Company”) | |
| Anticipated Ratings1: | A1 (stable) by Moody’s Investors Service, Inc. | |
| A (stable) by S&P Global Ratings | ||
| A (stable) by Fitch Ratings | ||
| Trade Date: | March 7, 2022 | |
| Settlement Date: | March 11, 2022 (T+4) | |
3.000% First Mortgage Bonds, Series XXX, due 2032
| Securities Offered: | 3.000% First Mortgage Bonds, Series XXX, due 2032 (the “Series XXX Bonds”) | |
| Aggregate Principal Amount Offered: | $500,000,000 | |
| Interest Payment Dates: | March 15 and September 15, commencing September 15, 2022 | |
| Coupon: | 3.000% per annum, accruing from March 11, 2022 | |
| Maturity: | March 15, 2032 | |
| Yield to Maturity: | 3.033% | |
| Spread to Benchmark Treasury: | +128 basis points | |
| 1 | Note: A securities rating is not a recommendation to buy, sell or hold securities and is subject to revision or withdrawal at any time. |
1
| Benchmark Treasury: | 1.875% due February 15, 2032 | |
| Benchmark Treasury Yield: | 1.753% | |
| Optional Redemption Provision: | At the Company’s option, prior to December 15, 2031 (the “Series XXX Par Call Date”), make-whole call at Treasury Rate (as defined in the Preliminary Prospectus Supplement) +20 basis points. At the Company’s option, on and after the Series XXX Par Call Date, at 100% of the principal amount. See the Preliminary Prospectus Supplement for the definition of “Treasury Rate” and for further terms and provisions applicable to optional redemption. | |
| Price to Public: | 99.717%, plus accrued interest, if any | |
| CUSIP: | 797440 CB8 | |
| ISIN: | US797440CB87 | |
3.700% First Mortgage Bonds, Series YYY, due 2052
| Securities Offered: | 3.700% First Mortgage Bonds, Series YYY, due 2052 (the “Series YYY Bonds”) | |
| Aggregate Principal Amount Offered: | $500,000,000 | |
| Interest Payment Dates: | March 15 and September 15, commencing September 15, 2022 | |
| Coupon: | 3.700% per annum, accruing from March 11, 2022 | |
| Maturity: | March 15, 2052 | |
| Yield to Maturity: | 3.731% | |
| Spread to Benchmark Treasury: | +155 basis points | |
| Benchmark Treasury: | 1.875% due November 15, 2051 | |
| Benchmark Treasury Yield: | 2.181% | |
| Optional Redemption Provision: | At the Company’s option, prior to September 15, 2051 (the “Series YYY Par Call Date”), make-whole call at Treasury Rate (as defined in the Preliminary Prospectus Supplement) +25 basis points. At the Company’s option, on and after the Series YYY Par Call Date, at 100% of the principal amount. See the Preliminary Prospectus Supplement for the definition of “Treasury Rate” and for further terms and provisions applicable to optional redemption. | |
| Price to Public: | 99.443%, plus accrued interest, if any | |
| CUSIP: | 797440 CC6 | |
| ISIN: | US797440CC60 | |
2
All Bonds Offered Hereby
| Mandatory Redemption Provision: | The Series XXX Bonds and the Series YYY Bonds are also subject to mandatory redemption at 100% of the principal amount under the circumstances described in the Preliminary Prospectus Supplement under the caption “Supplemental Description of First Mortgage Bonds— Redemption—Mandatory Redemption Following Sale, Eminent Domain, Etc.” See the Preliminary Prospectus Supplement for further terms and provisions applicable to mandatory redemption. | |
| Total Net Proceeds: | Approximately $988.2 million, after deducting the underwriting discounts but before deducting the Company’s estimated offering expenses. | |
| Joint Book-Running Managers: | BNP Paribas Securities Corp. | |
| Goldman Sachs & Co. LLC | ||
| RBC Capital Markets, LLC | ||
| Santander Investment Securities Inc. | ||
| Scotia Capital (USA) Inc. | ||
| U.S. Bancorp Investments, Inc. | ||
| Academy Securities, Inc. | ||
| Co-Managers: | Penserra Securities LLC | |
| R. Seelaus & Co., LLC | ||
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling BNP Paribas Securities Corp. toll-free at 1-800-854-5674, by calling Goldman Sachs & Co. LLC toll free at 1-866-471-2526, by calling RBC Capital Markets, LLC toll-free at 1-866-375-6829, by calling Santander Investment Securities Inc. toll-free at 1-855-403-3636, by calling Scotia Capital (USA) Inc. toll-free at 1-800-372-3930 or by calling U.S. Bancorp Investments, Inc. toll-free at 1-877-558-2607.
Any legends, disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of this communication having been sent via Bloomberg or another system.
3