UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 August 7, 2023, Public Service Electric and Gas Company (“PSE&G”) completed a public offering of $500,000,000 aggregate principal amount of its 5.200% Secured Medium-Term Notes, Series P, due August 1, 2033 (the “2033 Notes”) and $400,000,000 aggregate principal amount of its 5.450% Secured Medium-Term Notes, Series P, due August 1, 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 August 3, 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: August 7, 2023
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Exhibit 5
John C. Walmsley Associate Counsel |
PSEG Services Corporation 80 Park Plaza, T5, Newark, NJ 07102-4194 email: Chris.Walmsley@pseg.com |
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August 7, 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 5.200% Secured Medium-Term Notes, Series P, due August 1, 2033 (the 2033 Notes) and $400,000,000 aggregate principal amount of its 5.450% Secured Medium-Term Notes, Series P, due August 1, 2053 (the 2053 Notes, and together with the 2033 Notes, the Notes) pursuant to the Companys 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 Companys Secured Medium-Term Notes, Series P; the pricing supplement dated August 3, 2023, relating to the 2033 Notes (the 2033 Notes Pricing Supplement); and the pricing supplement dated August 3, 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 Companys 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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