Item 8.01 Other Events
On March 14, 2022, Public Service Enterprise Group Incorporated (PSEG) entered
into a Master Confirmation and Supplemental Confirmation with Goldman Sachs &
Co. LLC (GS) to effect an accelerated share repurchase (ASR Agreement) of
$250.0 million of shares of PSEG's outstanding common stock, without par value
(Common Stock). The share repurchases pursuant to the ASR Agreement will be
completed under PSEG's current share repurchase authorization. Under the ASR
Agreement, PSEG will receive initial delivery of approximately 3.0 million
shares of Common Stock on March 16, 2022, representing approximately 80% of the
total number of shares of Common Stock initially underlying the ASR Agreement,
based on the closing price of the Common Stock of $65.72 on March 11, 2022. The
total number of shares that PSEG will repurchase under the ASR Agreement will be
based on the volume-weighted average price of the Common Stock during the term
of the ASR Agreement, less a discount, and subject to potential adjustments
pursuant to the terms and conditions of the ASR Agreement. The ASR Agreement
provides that final settlement of the shares of Common Stock repurchased under
the ASR Agreement will generally occur in June 2022, unless the scheduled
termination date of the ASR Agreement is accelerated. If the final settlement is
in PSEG's favor, then GS' obligations to PSEG will be satisfied by delivery of
additional shares of PSEG's Common Stock and cash payment for any fractional
shares. If final settlement is in GS' favor, then PSEG's obligations to GS will
be satisfied by delivery of either cash or shares of PSEG's Common Stock at
PSEG's election.
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