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): April 16, 2025
(Exact name of Registrant as specified in its charter)
| New Jersey | 001-03141 | 21-0485010 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
300 Madison Avenue, Morristown, New Jersey 07962
(Address of principal executive offices)
Registrant’s telephone number, including area code: (800) 736-3402
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:
| ☐ | 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: None.
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 April 16, 2025, Jersey Central Power & Light Company (the “Company” or “JCP&L”) issued a press release announcing an offer to exchange up to $700 million aggregate principal amount of its outstanding 5.100% Senior Notes due 2035 for an equal amount of 5.100% Senior Notes due 2035 registered under the Securities Act of 1933, as amended (the “Securities Act”).
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.
Discussion of Forward-Looking Statements About JCP&L
Statements in this document and the attached press release regarding JCP&L that are not historical facts are “forward-looking statements” that involve risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements. These include statements about the Company’s business, results, financial position, liquidity, and outlook, which may constitute forward-looking statements and are subject to the risk that the actual impact may differ, possibly materially, from what is currently expected. Except as required by law, JCP&L undertakes no obligation to update any forward-looking statements. For a discussion of additional risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see JCP&L’s Securities and Exchange Commission filings, including, but not limited to, the risk factors and Cautionary Note Regarding Forward-Looking Statements set forth in these filings and any updates to such risk factors and Cautionary Note Regarding Forward-Looking Statements contained in any subsequent reports on Form 10-K, Form 10-Q or Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
The exhibit index set forth below is incorporated by reference in response to this Item 9.01.
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Jersey Central Power & Light Company press release dated April 16, 2025 | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| Jersey Central Power & Light Company | ||||||
| Date: April 16, 2025 | By: | /s/ Teresa Reed | ||||
| Name: | Teresa Reed | |||||
| Title: | Vice President, State Finance and Regulatory | |||||
Exhibit 99.1
| FirstEnergy Corp. | For Release: April 16, 2025 | |
| 300 Madison Avenue | ||
| Morristown, NJ 07962 | ||
| www.firstenergycorp.com |
| News Media Contact: | Investor Contact: | |
| Tricia Ingraham | Karen Sagot | |
| (330) 384-5247 | (330) 761-4286 |
Jersey Central Power & Light Company Announces Launch of
Exchange Offer for its 5.100% Senior Notes Due 2035
MORRISTOWN, N.J. — Jersey Central Power & Light Company (“JCP&L” or the “Company”), a subsidiary of FirstEnergy Corp., today announced an offer to exchange up to $700 million aggregate principal amount of its outstanding 5.100% Senior Notes due 2035 (the “Outstanding Notes”) for an equal amount of 5.100% Senior Notes due 2035 registered under the Securities Act (the “New Notes”).
The exchange offer will expire at 5:00 p.m., New York City time, on May 15, 2025, unless extended. Tenders of Outstanding Notes must be made before the exchange offer expires and may be withdrawn any time prior to the expiration of the exchange offer. The exchange offer is being made to satisfy the Company’s obligations under a registration rights agreement entered into in connection with the issuance of the Outstanding Notes and does not represent a new financing transaction.
The terms of the exchange offer are set forth in a prospectus dated April 16, 2025. Copies of the prospectus and the other exchange offer documents may be obtained from the exchange agent:
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
By Mail or in Person
The Bank of New York Mellon Trust Company, N.A.
c/o The Bank of New York Mellon
Corporate Trust Reorg Unit
500 Ross Street
Suite 625
Pittsburgh, PA, 15262
Attn: Meera Thillai
For Email (for Eligible Institutions Only)
Email: ct_reorg_unit_inquiries@bnymellon.com
For Information and to Confirm by Telephone
615-381-1655
This press release is for informational purposes only and is neither an offer to buy or sell nor a solicitation of an offer to buy or sell any Outstanding Notes or New Notes. The exchange offer is being made only pursuant to the exchange offer prospectus, which is being distributed to holders of the Outstanding Notes and has been filed with the Securities and Exchange Commission as part of the Company’s Registration Statement on Form S-4 (File No. 333-286328), which was declared effective on April 11, 2025.
JCP&L serves 1.1 million customers in the counties of Burlington, Essex, Hunterdon, Mercer, Middlesex, Monmouth, Morris, Ocean, Passaic, Somerset, Sussex, Union and Warren. Follow JCP&L on X @JCP_L, on Facebook at facebook.com/JCPandL or online at jcp-l.com.
FirstEnergy is dedicated to integrity, safety, reliability and operational excellence. Its electric distribution companies form one of the nation’s largest investor-owned electric systems, serving customers in Ohio, Pennsylvania, New Jersey, West Virginia, Maryland and New York. The company’s transmission subsidiaries operate approximately 24,000 miles of transmission lines that connect the Midwest and Mid-Atlantic regions. Follow FirstEnergy on X @FirstEnergyCorp or online at firstenergycorp.com.
Discussion of Forward-Looking Statements About JCP&L
Statements in this document regarding JCP&L that are not historical facts are “forward-looking statements” that involve risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements. These include statements about the Company’s business, results, financial position, liquidity, and outlook, which may constitute forward-looking statements and are subject to the risk that the actual impact may differ, possibly materially, from what is currently expected. Except as required by law, JCP&L undertakes no obligation to update any forward-looking statements. For a discussion of additional risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see JCP&L’s Securities and Exchange Commission filings, including, but not limited to, the risk factors and Cautionary Note Regarding Forward-Looking Statements set forth in these filings and any updates to such risk factors and Cautionary Note Regarding Forward-Looking Statements contained in any subsequent reports on Form 10-K, Form 10-Q or Form 8-K.
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