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): 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

Exhibit 1-2(a)	Distribution Agreement, dated January 7, 2020, among PSE&G and the agents named therein relating to the Secured Medium-Term Notes, Series N (incorporated by reference to Exhibit 1 to the Current Report on Form 8-K filed by PSE&G on January 9, 2020 (File No. 001-00973)).
Exhibit 1-2(b)	Amendment No. 1 to the Distribution Agreement, dated March 2, 2021, among PSE&G and the agents named therein relating to the Secured Medium-Term Notes, Series N.
Exhibit 5	Opinion of Shawn P. Leyden, Vice President and Deputy General Counsel of PSEG Services Corporation, addressing the legality of the Notes.
Exhibit 23	Consent of Shawn P. Leyden, Vice President and Deputy General Counsel of PSEG Services Corporation (included in Exhibit 5).
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. 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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EX-1.-2(B)

Exhibit 1-2(b)

PUBLIC SERVICE ELECTRIC AND GAS COMPANY

Secured Medium-Term Notes, Series N

Due From 1 Year to 30 Years from Date of Issue

AMENDMENT NO. 1 TO

DISTRIBUTION AGREEMENT

March 2, 2021

BARCLAYS CAPITAL INC. 745 Seventh Avenue New York, New York 10019	MIZUHO SECURITIES USA LLC 1271 Avenue of the Americas New York, New York 10020
BNP PARIBAS SECURITIES CORP. 787 Seventh Avenue, 7th Floor New York, New York 10019	MORGAN STANLEY & CO. LLC 1585 Broadway New York, New York 10036
BNY MELLON CAPITAL MARKETS, LLC 240 Greenwich Street, 3rd Floor New York, NY 10286	MUFG SECURITIES AMERICAS INC. 1221 Avenue of the Americas, 6th Floor New York, New York 10020
BOFA SECURITIES, INC. One Bryant Park New York, New York 10036	PNC CAPITAL MARKETS LLC 300 Fifth Avenue, 10th Floor Pittsburgh, Pennsylvania 15222
CIBC WORLD MARKETS CORP. 300 Madison Avenue, 5th Floor New York, New York 10017	RBC CAPITAL MARKETS, LLC 200 Vesey Street, 8th Floor New York, New York 10281
CITIGROUP GLOBAL MARKETS INC. 388 Greenwich Street New York, New York 10013	SCOTIA CAPITAL (USA) INC. 250 Vesey Street New York, New York 10281
CREDIT SUISSE SECURITIES (USA) LLC Eleven Madison Avenue New York, New York 10010	TD SECURITIES (USA) LLC 1 Vanderbilt Avenue, 12th Floor New York, New York 10017
GOLDMAN SACHS & CO. LLC 200 West Street New York, New York 10282	U.S. BANCORP INVESTMENTS, INC. 214 N. Tryon Street, 26th Floor Charlotte, North Carolina 28202
J.P. MORGAN SECURITIES LLC 383 Madison Avenue New York, New York 10179	WELLS FARGO SECURITIES, LLC 550 South Tryon Street Charlotte, North Carolina 28202

Ladies and Gentlemen:

Reference is made to the Distribution Agreement, dated January 7, 2020 (the “Distribution Agreement”), by and among Public Service Electric and Gas Company, a New Jersey corporation (the “Company”), and Barclays Capital Inc., BNP Paribas Securities Corp., BNY Mellon Capital Markets, LLC, BofA Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., PNC Capital Markets LLC, RBC Capital Markets, LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC (each, an “Agent” and collectively, the “Agents” and, together with the Company, the “Parties”).

WHEREAS, on November 20, 2020, the Company filed with the Securities and Exchange Commission (the “SEC”) an “automatic shelf registration statement” as defined under Rule 405 under the Securities Act of 1933, as amended (the “1933 Act”), on Form S-3 (File No. 333-250829) (the “New Registration Statement”), in respect of certain of the Company’s securities, in anticipation of the expiration of the Company’s automatic shelf registration statement on Form S-3 (File No. 333-221639) (the “Expiring Registration Statement”); and

WHEREAS, the Parties wish to amend the Distribution Agreement through this Amendment No. 1 (this “Amendment”) to (i) reference the New Registration Statement in lieu of the Expiring Registration Statement and (ii) update the notice information for the identified Agents, as set forth below.

NOW, THEREFORE, in consideration of the mutual promises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree to the amendment set forth below, with effect on and after March 2, 2021 (the “Effective Date”).

Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in the Distribution Agreement.

1.    Registration Statement File Number. On and after the Effective Date, the first sentence of the third paragraph of the Distribution Agreement is hereby amended so that the reference to the file number of the automatic shelf registration statement on Form S-3 filed by the Company with the SEC shall be File No. 333-250829.

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2.    Amendment to Section 13. On and after the Effective Date, the notice information for the Agents identified below is hereby revised as follows:

“Mizuho Securities USA LLC

1271 Avenue of the Americas

New York, New York 10020

Attention: Debt Capital Markets

Telecopy: (212) 205-7812

TD Securities (USA) LLC

1 Vanderbilt Avenue, 12th Floor

New York, New York 10017

Attention: Transaction Management Group

Email: USTMG@tdsecurities.com”

3.    Effectiveness. This Amendment shall become effective as of the Effective Date. Except as specifically amended by this Amendment, the Distribution Agreement shall remain in full force and effect and is hereby ratified and confirmed.

4.    Counterparts. This Amendment may be executed in any number of counterparts and by the different Parties in separate counterparts, each of which shall be deemed an original, and all of which shall together constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

5.    Governing Law. This Amendment and all the rights and obligations of the parties shall be governed by and construed in accordance with the laws of the State of New Jersey applicable to agreements made and to be performed in such State.

[Remainder of Page Intentionally Blank]

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If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this Amendment along with all counterparts will become a binding agreement between the Agents and the Company in accordance with its terms.

PUBLIC SERVICE ELECTRIC AND GAS COMPANY
By:	/s/ Bradford D. Huntington
Name:	Bradford D. Huntington
Title:	Vice President and Treasurer

ACCEPTED:

BARCLAYS CAPITAL INC.
By:	/s/ Lindsey VanEgmond
Name:	Lindsey VanEgmond
Title:	Managing Director
BNP PARIBAS SECURITIES CORP.
By:	/s/ Pasquale A. Perraglia
Name:	Pasquale A. Perraglia IV
Title:	Director
BNY MELLON CAPITAL MARKETS, LLC
By:	/s/ Dan Klinger
Name:	Dan Klinger
Title:	Managing Director

BOFA SECURITIES, INC.
By:	/s/ Patrick Boultinghouse
Name:	Patrick Boultinghouse
Title:	Managing Director
CIBC WORLD MARKETS CORP.
By:	/s/ Michael Kim
Name:	Michael Kim
Title:	Managing Director
CITIGROUP GLOBAL MARKETS INC.
By:	/s/ Brian D. Bednarski
Name:	Brian D. Bednarski
Title:	Managing Director
CREDIT SUISSE SECURITIES (USA) LLC
By:	/s/ Ted Michaels
Name:	Ted Michaels
Title:	Managing Director
GOLDMAN SACHS & CO. LLC
By:	/s/ Sam Chaffin
Name:	Sam Chaffin
Title:	Vice President
J.P. MORGAN SECURITIES LLC
By:	/s/ Som Bhattacharya
Name:	Som Bhattacharya
Title:	Executive Director

MIZUHO SECURITIES USA LLC
By:	/s/ John McCabe
Name:	John McCabe
Title:	Managing Director
MORGAN STANLEY & CO. LLC
By:	/s/ Yurij Slyz
Name:	Yurij Slyz
Title:	Executive Director
MUFG SECURITIES AMERICAS INC.
By:	/s/ Richard Testa
Name:	Richard Testa
Title:	Managing Director
PNC CAPITAL MARKETS LLC
By:	/s/ Valerie Shadeck
Name:	Valerie Shadeck
Title:	Director
RBC CAPITAL MARKETS, LLC
By:	/s/ Scott G. Primrose
Name:	Scott G. Primrose
Title:	Authorized Signatory
SCOTIA CAPITAL (USA) INC.
By:	/s/ Elsa Wang
Name:	Elsa Wang
Title:	Managing Director

TD SECURITIES (USA) LLC
By:	/s/ Luiz Lanfredi
Name:	Luiz Lanfredi
Title:	Director
U.S. BANCORP INVESTMENTS, INC.
By:	/s/ Vanessa L. Clark
Name:	Vanessa L. Clark
Title:	Vice President
WELLS FARGO SECURITIES, LLC
By:	/s/ Carolyn Hurley
Name:	Carolyn Hurley
Title:	Director

EX-5

Exhibit 5

Shawn P. Leyden Vice President & Deputy General Counsel PSEG Services Corporation 80 Park Plaza, T19, Newark, NJ 07102-4194 tel: 973.430.7698 fax: 973.643.8385 email: shawn.leyden@pseg.com

March 4, 2021

Public Service Electric and Gas Company

80 Park Plaza

Newark, NJ 07102

Re:	Public Service Electric and Gas Company
	Registration Statement on Form S-3 (No. 333-250829)

Ladies and Gentlemen:

This opinion is furnished in connection with the issuance and sale by Public Service Electric and Gas Company, a New Jersey corporation (the “Company”), 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”) pursuant to: the Company’s Registration Statement on Form S-3, Registration No. 333-250829 (the “Registration Statement”), and the base prospectus constituting a part thereof, dated November 20, 2020 (the “Base Prospectus”), relating to the offering from time to time of certain debt securities of the Company pursuant to Rule 415 promulgated under the Securities Act of 1933, as amended (the “Act”); the prospectus supplement, dated March 2, 2021 (the “Prospectus Supplement”), to the Base Prospectus relating to the Company’s Secured Medium-Term Notes, Series N; the pricing supplement dated March 2, 2021, relating to the 2026 Notes (the “2026 Notes Pricing Supplement”); and the pricing supplement dated March 2, 2021, relating to the 2051 Notes (the “2051 Notes Pricing Supplement”), filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424 promulgated under the Act (the 2026 Notes Pricing Supplement, together with the Base Prospectus and the Prospectus Supplement, the “2026 Notes Prospectus;” the 2051 Notes Pricing Supplement, together with the Base Prospectus and the Prospectus Supplement, the “2051 Notes Prospectus;” and the 2026 Notes Prospectus together with the 2051 Notes Prospectus, the “Prospectuses”); and the Indenture of Trust, dated as of July 1, 1993 (the “Indenture”), between the Company and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A.), as trustee (the “Indenture Trustee”). The Notes are secured as to payment of the principal thereof (exclusive of any premium) and interest thereon by the Company’s First and Refunding Mortgage Bonds, Medium-Term Notes, Series N (the “Bonds”), issued under its Indenture, dated August 1, 1924 (the “Mortgage”), between the Company and U.S. Bank National Association (as successor to Fidelity Union Trust

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Company), as trustee (the “Mortgage Trustee”), as supplemented and amended by prior supplemental indentures, including the Supplemental Indenture dated December 1, 2019 (the “Supplemental Indenture”).

I have examined the Registration Statement, the Prospectuses, the Indenture, the global certificate representing each series of Notes and such other agreements, instruments, documents and records and such certificates or comparable documents of public officials which I deemed relevant and necessary for the basis of the opinion hereinafter expressed. In such examination, I have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to me as copies; and (c) the truth, accuracy, and completeness of the information, representations, and warranties contained in the records, documents, instruments, and certificates I have reviewed.

Based on such examination, I am of the opinion that the Notes, assuming the due authentication thereof by the Indenture Trustee pursuant to the Indenture, constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

With respect to enforcement, the above opinion is qualified to the extent that enforcement of the Indenture and the Notes may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

The foregoing opinion is given as of the date hereof and is limited to matters arising under the laws of the State of New Jersey as in effect on the date hereof and I express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction. I hereby consent to the incorporation by reference of this letter as an exhibit to the Registration Statement and to the use of my name wherever it appears in the Registration Statement. In giving such consent, I do not thereby admit that I am within the category of persons whose consent is required by Section 7 of the Act or the related rules and regulations of the Commission issued thereunder with respect to any part of the Registration Statement, including this letter as an exhibit or otherwise.

Very truly yours,

/s/ Shawn P. Leyden

Shawn P. Leyden

Vice President and Deputy General Counsel

PSEG Services Corporation

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XML

Document and Entity Information	Mar. 02, 2021
Document And Entity Information [Line Items]
Entity Registrant Name	PUBLIC SERVICE ELECTRIC & GAS CO
Amendment Flag	false
Entity Central Index Key	0000081033
Document Type	8-K
Document Period End Date	Mar. 02, 2021
Entity Incorporation State Country Code	NJ
Entity File Number	001-00973
Entity Tax Identification Number	22-1212800
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
Entity Emerging Growth Company	false
Firstand Refunding Mortgage Bonds Nine Point Two Five Percent Series CC Due Two Thousand Twenty One [Member]
Document And Entity Information [Line Items]
Security 12b Title	9.25% First and Refunding Mortgage Bonds, Series CC, due 2021
Trading Symbol	PEG21
Security Exchange Name	NYSE
Firstand Refunding Mortgage Bonds Eight Percent Due Two Thousand Thirty Seven [Member]
Document And Entity Information [Line Items]
Security 12b Title	8.00% First and Refunding Mortgage Bonds, due 2037
Trading Symbol	PEG37D
Security Exchange Name	NYSE
Firstand Refunding Mortgage Bonds Five Percent Due Two Thousand Thirty Seven [Member]
Document And Entity Information [Line Items]
Security 12b Title	5.00% First and Refunding Mortgage Bonds, due 2037
Trading Symbol	PEG 37J
Security Exchange Name	NYSE