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 27, 2023

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
8.00% First and Refunding Mortgage Bonds, due 2037	PEG37D	New York Stock Exchange
5.00% First and Refunding Mortgage Bonds, due 2037	PEG37J	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	☐
f 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 27, 2023, Public Service Electric and Gas Company (“PSE&G”) completed a public offering of $500,000,000 aggregate principal amount of its 4.650% Secured Medium-Term Notes, Series P, due March 15, 2033 (the “2033 Notes”) and $400,000,000 aggregate principal amount of its 5.125% Secured Medium-Term Notes, Series P, due March 15, 2053 (the “2053 Notes,” and, together with the 2033 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 9, 2022, and Pricing Supplements dated March 23, 2023.

In connection with the offering of the Notes, PSE&G is filing herewith the Opinion of John C. Walmsley, Associate 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 5	Opinion of John C. Walmsley, Associate Counsel of PSEG Services Corporation, addressing the legality of the Notes.
Exhibit 23	Consent of John C. Walmsley, Associate 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 27, 2023

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EX-5

Exhibit 5

John C. Walmsley Associate Counsel PSEG Services Corporation 80 Park Plaza, T5, Newark, NJ 07102-4194 email: Chris.Walmsley@pseg.com

March 27, 2023

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 $500,000,000 aggregate principal amount of its 4.650% Secured Medium-Term Notes, Series P, due March 15, 2033 (the “2033 Notes”) and $400,000,000 aggregate principal amount of its 5.125% Secured Medium-Term Notes, Series P, due March 15, 2053 (the “2053 Notes,” and together with the 2033 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 9, 2022 (the “Prospectus Supplement”), to the Base Prospectus relating to the Company’s Secured Medium-Term Notes, Series P; the pricing supplement dated March 23, 2023, relating to the 2033 Notes (the “2033 Notes Pricing Supplement”); and the pricing supplement dated March 23, 2023, relating to the 2053 Notes (the “2053 Notes Pricing Supplement”), filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424 promulgated under the Act (the 2033 Notes Pricing Supplement, together with the Base Prospectus and the Prospectus Supplement, the “2033 Notes Prospectus;” the 2053 Notes Pricing Supplement, together with the Base Prospectus and the Prospectus Supplement, the “2053 Notes Prospectus;” and the 2053 Notes Prospectus together with the 2033 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 P (the “Bonds”), issued under its Indenture, dated August 1, 1924 (the “Mortgage”), between the Company and U.S. Bank Trust Company, National Association (as successor to Fidelity Union Trust Company), as trustee (the “Mortgage Trustee”), as supplemented and amended by prior supplemental indentures, including the Supplemental Indenture dated March 1, 2022 (the “Supplemental Indenture”).

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I have examined the Registration Statement, the Prospectuses, the Indenture, the global certificates 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/ John C. Walmsley

John C. Walmsley

Associate Counsel

PSEG Services Corporation

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XML

Document and Entity Information	Mar. 27, 2023
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. 27, 2023
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
M 8.00 First And Refunding Mortgage Bonds Due 20372 [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
M 5.00 First And Refunding Mortgage Bonds Due 20371 [Member]
Document And Entity Information [Line Items]
Security 12b Title	5.00% First and Refunding Mortgage Bonds, due 2037
Trading Symbol	PEG37J
Security Exchange Name	NYSE