UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 2, 2021
Public Service Electric and Gas Company
(Exact name of registrant as specified in its charter)
| New Jersey | 001-00973 | 22-1212800 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
80 Park Plaza
Newark, New Jersey 07102
(Address of principal executive offices) (Zip Code)
973 430-7000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol(s) | Name of Each Exchange On Which Registered | ||
| 9.25% First and Refunding Mortgage Bonds, Series CC, due 2021 | PEG21 | New York Stock Exchange | ||
| 8.00% First and Refunding Mortgage Bonds, due 2037 | PEG37D | New York Stock Exchange | ||
| 5.00% First and Refunding Mortgage Bonds, due 2037 | PEG 37J | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
| Item 8.01 | Other Events |
On March 4, 2021, Public Service Electric and Gas Company (“PSE&G”) completed a public offering of $450,000,000 aggregate principal amount of its 0.950% Secured Medium-Term Notes, Series N, due March 15, 2026 (the “2026 Notes”) and $450,000,000 aggregate principal amount of its 3.000% Secured Medium-Term Notes, Series N, due March 1, 2051 (the “2051 Notes” and, together with the 2026 Notes, the “Notes”). The Notes were offered and sold by PSE&G pursuant to a registration statement on Form S-3 (File No. 333-250829) (the “Registration Statement”) and the related Prospectus dated November 20, 2020, Prospectus Supplement dated March 2, 2021, and Pricing Supplements dated March 2, 2021.
In connection with the commencement of its program for the issuance from time to time of up to $3,200,000,0000 principal amount of its Secured Medium-Term Notes, Series N, PSE&G entered into a Distribution Agreement, dated January 7, 2020 (the “Distribution Agreement”), among PSE&G and the agents named therein. On March 2, 2021, PSE&G and such agents entered into Amendment No. 1 to the Distribution Agreement (“Amendment No. 1”) to reflect the filing of the Registration Statement by PSE&G on November 20, 2020. Copies of the Distribution Agreement and Amendment No. 1 are attached hereto as Exhibits 1-2(a) and (b), respectively, and incorporated by reference into the Registration Statement.
In connection with the offering of the Notes, PSE&G is filing herewith the Opinion of Shawn P. Leyden, Vice President and Deputy General Counsel of PSEG Services Corporation, addressing the legality of the Notes, which is incorporated by reference into the Registration Statement.
| Item 9.01 | Financial Statements and Exhibits |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.
| PUBLIC SERVICE ELECTRIC AND GAS COMPANY | ||
| (Registrant) | ||
| By: | /s/ Rose M. Chernick | |
| ROSE M. CHERNICK | ||
| Vice President and Controller | ||
| (Principal Accounting Officer) | ||
Date: March 4, 2021
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