All eligible holders who validly tender their Power Notes will receive, upon the terms and subject to the conditions set forth in the Offer to Exchange, PSEG Notes in the same principal amount as the Power Notes tendered therefor. Interest on each PSEG Note will accrue from (and including) October 15, 2020, the last interest payment date on which interest was paid on the Power Note tendered in exchange for such PSEG Note, and, accordingly, no accrued interest will be paid on the settlement date in respect of Power Notes accepted for exchange, except as set forth in the Offer to Exchange with respect to cash paid in lieu of PSEG Notes not delivered. Eligible noteholders who validly tender their Power Notes after the Early Tender Deadline may not withdraw tendered Power Notes, except as required by applicable law.
PSEG Notes issued as consideration pursuant to the terms and conditions of the Offer to Exchange will have the same interest payment and maturity dates and interest rate as the Power Notes validly exchanged.
PSEG’s obligation to accept and exchange the Power Notes validly tendered pursuant to the Exchange Offer is subject to customary conditions, as set forth in the Offer to Exchange. The Exchange Offer is not conditioned upon the tender of any minimum aggregate principal amount of the Power Notes.
This press release is issued pursuant to Rule 135c under the Securities Act of 1933, as amended (the “Securities Act”). This press release is neither an offer to sell nor the solicitation of an offer to buy the PSEG Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such an offer, solicitation or sale is unlawful. The Exchange Offer has not been and will not initially be registered under the Securities Act, or the securities laws of any other jurisdiction. The PSEG Notes will be issued in reliance upon exemptions from, or in transactions not subject to, registration under the Securities Act. The PSEG Notes will be offered for exchange only (1) to qualified institutional buyers as defined in Rule 144A under the Securities Act in reliance on the exemption provided by Section 4(a)(2) of the Securities Act and (2) outside the United States to persons other than U.S. persons (each as defined in Rule 902 under the Securities Act) in reliance upon Regulation S under the Securities Act and (3) in any Relevant Member State (any member state of the European Economic Area) or in the United Kingdom, to persons who are qualified investors (as defined in Regulation (EU) 2017/1129). The PSEG Notes may not be offered, sold, pledged or otherwise transferred in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.
The Exchange Offer is being made only pursuant to the Offer to Exchange. The Offer to Exchange and other documents relating to the Exchange Offer will be distributed only to holders who confirm that they are within the categories of eligible participants in the Exchange Offer. None of PSEG, PSEG Power, PSEG’s other subsidiaries, any of their respective directors or officers, the dealer managers and solicitation agents, the exchange agent, the information agent, any trustee for the PSEG Notes or the Power Notes, their respective affiliates, or any other person is making any recommendation as to whether holders should tender their Power Notes in the Exchange Offer.