Filed Pursuant to Rule 433
dated September 14, 2011
Relating to
Preliminary Prospectus Supplement
dated September 14, 2011 and
Prospectus dated August 30, 2011
Registration Statement No. 333-175397
PSEG Power LLC
$250,000,000 2.75% Senior Notes due 2016
September 14, 2011
| Issuer: | PSEG Power LLC |
| Ratings*: | Baa1 / BBB / BBB+ (Moody’s / S&P / Fitch) |
| Security Type: | Senior Unsecured Fixed Rate Notes |
| Principal Amount: | $250,000,000 |
| Trade Date: | September 14, 2011 |
| Settlement Date: | September 19, 2011 (T+3 days) |
| Maturity Date: | September 15, 2016 |
| Coupon: | 2.75% per annum |
| Interest Payment Dates: | The 15th of each March and September, beginning March 15, 2012 |
| Redemption Provisions: | At any time, at a price equal to the sum of (i) 100% of the principal amount of the 2016 Senior Notes being redeemed, (ii) a make whole premium determined at a discount rate equal to the Treasury Rate plus 30 basis points (0.30%) and (iii) unpaid interest accrued to the redemption date. |
| Benchmark Treasury: | 1.000% due August 31, 2016 |
| Benchmark Treasury Yield: | 0.905% |
| Re-offer Spread to Benchmark: | 190 basis points |
| Re-offer Yield: | 2.805% |
| Price to Public: | 99.746% of Principal Amount |
| Proceeds to Issuer Before Expenses: | $247,865,000 |
| Concurrent Debt Offering: | We are also offering $250,000,000 4.15% Senior Notes due 2021 |
| CUSIP: | 69362BAX0 |
| Joint Book-Running Managers: | Barclays Capital Inc. Citigroup Global Markets Inc. Morgan Stanley & Co. LLC Wells Fargo Securities, LLC |
| Co-Managers: | Deutsche Bank Securities Inc. Mizuho Securities USA Inc. |
*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus and a preliminary prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and the preliminary prospectus supplement in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you these documents if you request them by calling Barclays Capital Inc. toll-free at 1-888-603-5847, Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Morgan Stanley & Co. LLC toll-free at 1-866-718-1649 or Wells Fargo Securities, LLC toll-free at 1-800-326-5897.