Filed Pursuant to Rule 433
Registration No. 333-145691-03
December 3, 2008
POTOMAC ELECTRIC
POWER COMPANY
$250,000,000
First Mortgage Bonds, 7.90% Series due December 15, 2038
Issuer: |
Potomac Electric Power Company | |
Issue: |
First Mortgage Bonds, 7.90% Series due December 15, 2038 | |
Ratings:* |
Baa1 (stable) / BBB+ (stable) /A (stable) (Moodys/S&P/Fitch) | |
Offering Size: |
$250,000,000 | |
Coupon: |
7.90% | |
Trade Date: |
December 3, 2008 | |
Settlement Date: |
December 10, 2008 (T+5) | |
Stated Maturity: |
December 15, 2038 | |
Initial Public Offering Price: |
100% per Bond | |
Proceeds to Issuer (before expenses): |
$247,812,500 | |
Yield to Maturity: |
7.90% | |
Benchmark Treasury: |
4.375% due February 15, 2038 | |
Benchmark Treasury Yield: |
3.273% | |
Spread to Benchmark Treasury: |
+462.7 bps | |
Optional Redemption: |
Make-whole call, 50 bps spread over U.S. Treasuries | |
Interest Payment Dates: |
June 15 and December 15 of each year, commencing on June 15, 2009 | |
CUSIP Number: |
737679 DC1 | |
Book-runners: |
J.P. Morgan Securities Inc. Morgan Stanley & Co. Incorporated Scotia Capital (USA) Inc. SunTrust Robinson Humphrey, Inc. Wachovia Capital Markets, LLC |
* A security rating is not a recommendation to buy, sell or hold securities and should be evaluated independently of any other rating. The rating is subject to revision or withdrawal at any time by the assigning rating organization.
The issuer has filed a registration statement (including a prospectus and a preliminary prospectus supplement) with the Securities and Exchange Commission, or SEC, for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may obtain 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 J.P. Morgan Securities Inc. collect at 1-212-834-4533, Morgan Stanley & Co. Incorporated toll-free at 1-866-718-1649, Scotia Capital (USA) Inc. toll-free at 1-800-372-3930, SunTrust Robinson Humphrey, Inc. toll-free at 1-800-685-4786 or Wachovia Capital Markets, LLC toll-free at 1-800-326-5897.