8-K

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): February 18, 2022

Public Service Enterprise Group Incorporated

(Exact name of registrant as specified in its charter)

New Jersey	001-09120	22-2625848
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

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 class	Trading Symbol(s)	Name of Each Exchange On Which Registered
Common Stock without par value	PEG	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 February 18, 2022, Public Service Enterprise Group Incorporated (PSEG) issued a press release announcing that it has completed the previously announced sale of PSEG Fossil LLC’s generating assets located in New Jersey and Maryland to a subsidiary of ArcLight Energy Partners Fund VII, L.P., a fund controlled by ArcLight Capital Partners, LLC. A copy of the press release is filed as Exhibit 99.1 to this Form 8-K and incorporated by reference herein.

Cautionary Statement Regarding Forward-Looking Statements

The statements contained in this Current Report on Form 8-K that are not purely historical are “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially from those anticipated. Such risks and uncertainties include, but are not limited to, the occurrence of any event, change, development, occurrence or circumstance that could give rise to the termination of the agreement relating to the sale of PSEG Fossil LLC’s New York and Connecticut generating assets due to, among other things, the failure to satisfy any of the conditions to the closing therein, including that a regulatory authority or other third party may prohibit, delay, impair or refuse to grant approval for or consent to the consummation of the proposed transaction. Such statements are based on management’s beliefs as well as assumptions made by and information currently available to management. Factors that may cause actual results to differ materially from those contemplated in any forward-looking statements made by us herein are discussed in our Annual Report on Form 10-K and subsequent reports on Form 10-Q and Form 8-K filed with the Securities and Exchange Commission (SEC), and available on our website: https://investor.pseg.com. All of the forward-looking statements made in this Current Report on Form 8-K are qualified by these cautionary statements and we cannot assure you that the results or developments anticipated by management will be realized or even if realized, will have the expected consequences to, or effects on, us or our business, prospects, financial condition, results of operations or cash flows. Readers are cautioned not to place undue reliance on these forward-looking statements in making any investment decision. Forward-looking statements made in this Current Report on Form 8-K apply only as of the date hereof. While we may elect to update forward-looking statements from time to time, we specifically disclaim any obligation to do so, even in light of new information or future events, unless otherwise required by applicable securities laws.

Item 9.01 Financial Statements and Exhibits

(d)        Exhibits.

The following materials are attached as exhibits to this Current Report on Form 8-K:

Exhibit 99.1	Press Release, dated February 18, 2022.
Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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.

PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
	(Registrant)
By:	/s/ Rose M. Chernick
	ROSE M. CHERNICK
	Vice President and Controller
	(Principal Accounting Officer)

Date: February 18, 2022

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EX-99.1

Exhibit 99.1

	Public Service Enterprise Group 80 Park Plaza Newark, NJ 07102
CONTACTS:
Investor Relations	Media Relations
Carlotta Chan	Marijke Shugrue
973-430-6565	908-531-4253
Carlotta.Chan@pseg.com	Marijke.Shugrue@pseg.com

PSEG Completes Sale of New Jersey and Maryland Fossil Generating Assets to ArcLight Capital Partners

Sale Marks Progress in Shifting Business Mix Toward 90% Regulated Utility,

Highlights Strong ESG Profile and Clean Energy Infrastructure Strategy

(NEWARK, N.J. – Feb. 18, 2022) – Public Service Enterprise Goup (PSEG) completed the previously announced sale of PSEG Fossil’s generating assets located in New Jersey and Maryland to a subsidiary of ArcLight Energy Partners Fund VII, L.P., a fund controlled by ArcLight Capital Partners, LLC. Completion of the sale of the New Jersey and Maryland assets concludes one of the two transactions that together comprise the sale of PSEG Fossil’s 6,750-megawatt portfolio of 13 fossil generation units in New Jersey, Connecticut, Maryland and New York.

“This sale marks a key milestone in the Strategic Alternatives process we initiated in July 2020 and positions us to continue to grow our regulated utility, PSE&G, complemented with more predictable carbon-free generation and infrastructure,” PSEG Chairman, President and CEO Ralph Izzo said. “PSEG is focused on clean energy and infrastructure investments to drive regulated utility growth, with a vision toward powering a future where people use less energy, and it’s cleaner, safer and delivered more reliably than ever. PSEG’s improved business mix, on track to achieve 90% regulated, further enhances an already compelling environmental, social and governance profile.”

PSEG’s Strategic Alternatives process reduces overall business risk and earnings volatility, and highlights our investments and opportunities in regional offshore wind and the preservation of our existing nuclear fleet. PSEG also has decarbonization goals, including our participation in the U.N.-backed Race to Zero campaign.

Furthermore, subject to the satisfaction of required closing conditions, including applicable regulatory approvals, PSEG anticipates completing the sale of PSEG Fossil’s New York and Connecticut generating assets within the first quarter of 2022.

Details and additional information may be available as part of PSEG’s regularly scheduled quarterly financial presentations; sign up for alerts HERE. PSEG provided a detailed strategy and financial update in its Investor Day, held on Sept. 27, 2021. Materials from the event can be found on our investor website or by clicking here, including the presentation and video replays. For details on PSEG’s approach to climate and sustainability, view its most recent report HERE.

Goldman Sachs & Co. is serving as financial adviser, and Wachtell, Lipton, Rosen & Katz is serving as legal counsel to PSEG in connection with the PSEG Fossil transaction.

# # #

About PSEG

Public Service Enterprise Group Inc. (PSEG) (NYSE: PEG) is a publicly traded diversified energy company with approximately 13,000 employees. Headquartered in Newark, N.J., PSEG’s principal operating subsidiaries are: Public Service Electric and Gas Co. (PSE&G), PSEG Power and PSEG Long Island. PSEG is a Fortune 500 company included in the S&P 500 Index and has been named to the Dow Jones Sustainability Index for North America for 13 consecutive years (https://corporate.pseg.com).

Forward-Looking Statement

The statements contained in this press release that are not purely historical are “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially from those anticipated. Such risks and uncertainties include, but are not limited to, the occurrence of any event, change, development, occurrence or circumstance that could give rise to the termination of the agreement relating to the sale of PSEG Fossil’s New York and Connecticut generating assets due to, among other things, the failure to satisfy any of the conditions to the closing therein, including that a regulatory authority or other third party may prohibit, delay, impair or refuse to grant approval for or consent to the consummation of the proposed transaction. Such statements are based on management’s beliefs as well as assumptions made by and information currently available to management. Factors that may cause actual results to differ materially from those contemplated in any forward-looking statements made by us herein are discussed in our Annual Report on Form 10-K and subsequent reports on Form 10-Q and Form 8-K filed with the Securities and Exchange Commission (SEC), and available on our website: https://investor.pseg.com. All of the forward-looking statements made in this press release are qualified by these cautionary statements and we cannot assure you that the results or developments anticipated by management will be realized or even if realized, will have the expected consequences to, or effects on, us or our business, prospects, financial condition, results of operations or cash flows. Readers are cautioned not to place undue reliance on these forward-looking statements in making any investment decision. Forward-looking statements made in this press release apply only as of the date hereof. While we may elect to update forward-looking statements from time to time, we specifically disclaim any obligation to do so, even in light of new information or future events, unless otherwise required by applicable securities laws.

Visit PSEG at:

www.pseg.com

PSEG on Facebook

PSEG on Twitter

PSEG on LinkedIn

PSEG Energize!

From time to time, PSEG, PSE&G and PSEG Power release important information via postings on their corporate Investor Relations website at https://investor.pseg.com. Investors and other interested parties are encouraged to visit the Investor Relations website to review new postings. You can sign up for automatic email alerts regarding new postings at the bottom of the webpage at https://investor.pseg.com.

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Document and Entity Information	Feb. 18, 2022
Cover [Abstract]
Entity Registrant Name	PUBLIC SERVICE ENTERPRISE GROUP INC
Amendment Flag	false
Entity Central Index Key	0000788784
Document Type	8-K
Document Period End Date	Feb. 18, 2022
Entity Incorporation State Country Code	NJ
Entity File Number	001-09120
Entity Tax Identification Number	22-2625848
Entity Address, Address Line One	80 Park Plaza
Entity Address, City or Town	Newark
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07102
City Area Code	973
Local Phone Number	430-7000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock without par value
Trading Symbol	PEG
Security Exchange Name	NYSE
Entity Emerging Growth Company	false