NEWARK, N.J., April 27 /PRNewswire-FirstCall/ -- PSEG Power LLC
("PSEG Power"), a wholly-owned subsidiary of Public Service
Enterprise Group Incorporated (NYSE: PEG), announced today the
expiration and results of its offer to eligible holders to exchange
up to $250,000,000 of its outstanding
7.75% Senior Notes due 2011 (the "old notes") held by them for its
newly-issued 5.125% Senior Notes due 2020 (the "new notes"), fully
and unconditionally guaranteed by PSEG Power's three principal
operating subsidiaries (the "subsidiary guarantees"), plus a cash
payment, the complete terms and conditions of which were set forth
in a confidential offering memorandum dated March 29, 2010 (the "offering memorandum") and
the related letter of transmittal (the "exchange offer").
As of midnight, New York City
time, on April 26, 2010 (the
"expiration date"), according to Global Bondholder Services
Corporation, the exchange agent for the exchange offer, the
aggregate principal amount of old notes validly tendered and not
validly withdrawn was $194,796,000.
PSEG Power has accepted all of the old notes validly tendered
and not validly withdrawn as of the expiration date. The
settlement date for the exchange offer is expected to be today (the
"settlement date").
Eligible holders who validly tendered and did not validly
withdraw their old notes at or prior to 5:00
p.m., New York City time,
on April 12, 2010 (the "early
participation date"), will receive on the settlement date the
"total exchange price", which will be, for each $1,000 principal amount of old notes tendered and
accepted for exchange by PSEG Power, $1,066.59, consisting of $266.65 in cash and $801.04 principal amount of new notes, as
calculated in accordance with the offering memorandum. The total
exchange price is inclusive of an "early participation payment" of
$30.00, payable only to eligible
holders who validly tendered and who did not validly withdraw their
old notes at or prior to the early participation date. PSEG
Power did not receive any tenders of old notes after the early
participation date.
Eligible holders who validly tendered and did not validly
withdraw their old notes will receive a cash payment representing
interest, if any, that has accrued from the most recent interest
payment date in respect of the old notes up to but not including
the settlement date, as adjusted in accordance with the offering
memorandum.
The new notes will constitute a further issuance of, and will
form a single series with, the 5.125% Senior Notes due 2020 (the
"2020 notes"), which we issued on April 5,
2010 in the aggregate principal amount of $250,000,000. After settlement of the exchange
offer, $406,004,000 aggregate
principal amount of the 2020 notes will be outstanding.
The new notes and the subsidiary guarantees will not be
registered under the Securities Act of 1933 or any state securities
laws. The new notes and the subsidiary guarantees may not be
offered or sold in the United
States or to any U.S. persons except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933 and
applicable state securities laws. A registration rights
agreement provides for the registration of the new notes (and the
subsidiary guarantees).
This press release is neither an offer to purchase nor a
solicitation of an offer to sell the old notes or any other
securities.
FORWARD-LOOKING STATEMENT
Readers are cautioned that statements contained in this press
release about our and our subsidiaries' future performance,
including future revenues, earnings, strategies, prospects and all
other statements that are not purely historical, are
forward-looking statements. Although we believe that our
expectations are based on reasonable assumptions, we can give no
assurance they will be achieved. The results or events
predicted in these statements may differ materially from actual
results or events. Factors which could cause results or
events to differ from current expectations include, but are not
limited to:
- Adverse changes in energy industry, law, policies and
regulation, including market structures and rules, and reliability
standards.
- Changes in federal and state environmental regulations that
could increase our costs or limit operations of our generating
units.
- Changes in nuclear regulation and/or developments in the
nuclear power industry generally, that could limit operations of
our nuclear generating units.
- Actions or activities at one of our nuclear units located on a
multi-unit site that might adversely affect our ability to continue
to operate that unit or other units at the same site.
- Any inability to balance our energy obligations, available
supply and trading risks.
- Any deterioration in our credit quality.
- Availability of capital and credit at commercially reasonable
terms and our ability to meet cash needs.
- Any inability to realize anticipated tax benefits or retain tax
credits.
- Changes in the cost of or interruption in the supply of fuel
and other commodities necessary to the operation of our generating
units.
- Delays or unforeseen cost escalations in our construction and
development activities.
- Increase in competition in energy markets in which we
compete.
- Adverse performance of our decommissioning and defined benefit
plan trust fund investments, and changes in discount rates and
funding requirements.
- Changes in technology and increased customer conservation.
For further information, please refer to our Annual Report on
Form 10-K, including Item 1A. Risk Factors, and subsequent reports
on Form 10-Q and Form 8-K filed with the Securities and Exchange
Commission. These documents address in further detail our
business, industry issues and other factors that could cause actual
results to differ materially from those indicated in this press
release. In addition, any forward-looking statements
included herein represent our estimates only as of today and should
not be relied upon as representing our estimates as of any
subsequent date. While we may elect to update forward-looking
statements from time to time, we specifically disclaim any
obligation to do so, even if our internal estimates change, unless
otherwise required by applicable securities laws.
Public Service Enterprise Group (NYSE: PEG) is a publicly
traded diversified energy company with annual revenues of more than
$12 billion, and three principal
subsidiaries: PSEG Power, Public Service Electric and Gas Company
(PSE&G) and PSEG Energy Holdings.
Want to know what's new at PSEG? Go to
www.pseg.com/getnews and sign up to have our press
releases and weekly environmental commentaries sent right to your
inbox.
SOURCE PSEG Power LLC