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PSEG Power Announces Expiration of Early Participation Period for Exchange Offer


PSEG Power LLC (“PSEG Power”), a wholly-owned subsidiary of Public Service Enterprise Group Incorporated (NYSE: PEG), announced today the expiration of the early participation period in connection with its offer to eligible holders to exchange any and all of the outstanding 8.50% Senior Notes due 2011 (the “Energy Holdings notes”) of its affiliate, PSEG Energy Holdings, L.L.C., held by them for newly-issued PSEG Power Senior Notes due 2016 (the “Power notes”), fully and unconditionally guaranteed by PSEG Power’s three principal operating subsidiaries (the “subsidiary guarantees”), plus a cash payment plus a cash early participation payment, if eligible.

As of 5:00 p.m., New York City time, on August 24, 2009 (the “early participation date”), the aggregate principal amount of Energy Holdings notes validly tendered and not validly withdrawn was approximately $333 million, which represents approximately 67.3% of the outstanding Energy Holdings notes. Accordingly, as described in a confidential offering memorandum and consent solicitation statement dated August 10, 2009 (the “offering memorandum”), as supplemented, and the related letter of transmittal and consent (collectively, the “exchange offer documents”), the minimum condition that a majority in aggregate principal amount of the outstanding Energy Holdings notes be validly tendered and not validly withdrawn has been met and sufficient consents to adopt the amendments to the indenture under which the Energy Holdings Notes were issued, as described in the offering memorandum, have been received.

Holders of the Energy Holdings notes who validly tendered and did not validly withdraw Energy Holdings notes at or prior to 5:00 p.m., New York City time, on the early participation date, and whose tenders are accepted for exchange by PSEG Power, will receive the “total exchange consideration”, which will be, for each $1,000 principal amount of Energy Holdings notes tendered and accepted, $1,100.00 of consideration comprised of:

• $825.00 principal amount of Power notes, plus
• a cash payment equal to $245.00, plus
• a cash “early participation payment” equal to $30.00

The exchange offer will expire at midnight, New York City time, on September 4, 2009, unless extended or earlier terminated. Eligible holders who validly tender Energy Holdings notes after the early participation date but at or prior to the expiration date, and whose tenders are accepted for exchange by PSEG Power, will receive the total exchange consideration minus the early participation payment. Energy Holdings notes tendered may no longer be withdrawn, except where additional withdrawal rights are required by law (as determined by PSEG Power in its sole discretion). Consummation of the exchange offer is subject to a number of conditions, including the absence of certain adverse legal and market developments.

If and when issued, the Power notes and the subsidiary guarantees will not have been registered under the Securities Act of 1933 or any state securities laws. The Power notes and 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. PSEG Power will enter into a registration rights agreement with respect to the Power notes.

The exchange offer is only made, and copies of the exchange offer documents will only be made available, to a holder of Energy Holdings notes who has certified in an eligibility letter certain matters to PSEG Power, including its status as a “qualified institutional buyer” as defined in Rule 144A under the Securities Act of 1933 or that it is a person other than a “U.S. person” as defined in Rule 902 under the Securities Act of 1933. The exchange offer documents and further information about the exchange offer are available to eligible holders from Global Bondholder Services Corporation at (866) 857-2200 or (212) 430-3774.

This press release does not constitute an offer or an invitation by PSEG Power to participate in the exchange offer in any jurisdiction in which it is unlawful to make such an offer or solicitation in such jurisdiction.


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