Exhibit 99.1
Recent Developments at PSEG Power—Exploration of Strategic Alternatives
for Non-Nuclear Generation Assets—Potential Effect on Power Notes
In July 2020, Public Service Enterprise Group Incorporated (“PSEG”) announced that it was exploring strategic alternatives for PSEG Power LLC’s (“PSEG Power”) non-nuclear generating fleet with the intention of accelerating the transformation of PSEG into a primarily regulated electric and gas utility, with a contracted generation business. PSEG further announced that it was then in the preliminary stages of this process and it anticipated beginning the marketing process in the fourth quarter of 2020, with the expectation that the process would be completed sometime in 2021.
Since the announcement, PSEG has continued preparatory activities relating to the potential divestiture of these assets. PSEG recently began the marketing process for PSEG Power’s solar generating assets and continues to anticipate beginning the marketing process relating to the remainder of the non-nuclear generating fleet later in the fourth quarter of 2020, likely during the pendency of the offer to exchange 8 5/8% Senior Notes due 2031 (the “Power notes”) issued by PSEG Power, to the extent held by eligible noteholders, for newly-issued 8 5/8% Senior Notes due 2031 of PSEG (the “PSEG notes”) having the same interest payment and maturity dates and interest rate as the Power notes (the “Exchange Offer”). While PSEG has received preliminary unsolicited inbound inquiries expressing an interest in various types of transactions involving PSEG Power, PSEG currently expects to receive bids for the non-nuclear generating assets in the winter or early spring of 2021, with the further expectation that any transaction or transactions, if entered into, would be completed sometime in 2021, subject to the satisfaction of all conditions to closing included in the applicable transaction agreements, including, among other things, the receipt of all required regulatory approvals. Because PSEG currently believes that the universe of potential transaction parties interested in PSEG Power’s fossil and solar assets likely will be different, if successful, the divestiture of the fossil and solar assets likely will take the form of at least two separate transactions which may be completed, if at all, on different timetables.
As PSEG continues its pursuit of strategic alternatives for PSEG Power’s fossil and solar generating assets, the timeline, value and ultimate outcome of the process are uncertain. The process may result in numerous potential outcomes including, without limitation, the ultimate divestiture of all, a portion or none of the applicable assets or another transaction not presently being pursued by PSEG, may take more or less time than currently anticipated to complete and the terms, including value to be realized by PSEG, of any applicable transaction is presently unknown.
If PSEG ultimately disposes of PSEG Power’s non-nuclear generating fleet, it is possible that the resulting transaction could cause PSEG Power to redeem the Power notes at a price equal to the principal amount thereof plus a make-whole premium. Holders of Power notes who participate in the Exchange Offer will not receive any further payment in respect of their Power notes exchanged in the Exchange Offer, including any payment upon a redemption of the Power notes. Alternatively, if PSEG were to enter into a transaction involving all of PSEG Power or less than all or substantially all of PSEG Power’s assets, such transaction may not lead PSEG Power to redeem the Power notes, and such Power notes would continue to be the obligations of PSEG Power.
In addition, if the amendments to the Power notes and the Subsidiary Indenture (as defined below) to eliminate substantially all of the restrictive covenants and certain of the other covenants and events of default with respect to the Power notes (the “Proposed Amendments”) are adopted, holders of Power notes who do not participate in the Exchange Offer will no longer be entitled to many of the current provisions and protections of (a) the Indenture, dated as of April 16, 2001, by and among PSEG Power, the Subsidiary Guarantors (as defined below) and The Bank of New York Mellon, as trustee, filed