The information contained in Item 8.01 Other Events in this combined Form 8-K is separately filed, as noted, by Public Service Enterprise Group Incorporated (“PSEG”) and PSEG Power LLC (“PSEG Power”). Information contained herein relating to any individual company is provided by such company on its own behalf and in connection with its respective Form 8-K. PSEG Power makes representations only as to itself and makes no other representations whatsoever as to any other company. The materials filed as Exhibit 99 are available on the corporate.pseg.com website under the investors tab, or at http://investor.pseg.com.
On November 23, 2020, PSEG announced that it commenced an offer to exchange (the “Exchange Offer”) up to $500 million aggregate principal amount of new 8 5/8% senior notes due 2031 of PSEG (the “PSEG Notes”) for any and all (to the extent held by eligible noteholders, as described below) of the outstanding $500 million aggregate principal amount of 8 5/8% senior notes due 2031 of PSEG Power (the “Power Notes”) pursuant to the terms and conditions set forth in the Offer to Exchange and Consent Solicitation Statement, dated November 23, 2020 (the “Offer to Exchange”). The Exchange Offer will expire as of 11:59 p.m., New York City time, on December 21, 2020. A copy of the Press Release announcing the Exchange Offer is attached as Exhibit 99 to this Current Report on
Form 8-K and
is incorporated by reference herein. The Offer to Exchange includes the information regarding PSEG’s strategic alternatives set forth in Exhibit 99.1 and is also incorporated by reference herein.
The PSEG Notes are offered for exchange to only qualified institutional buyers as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, and to
non-U.S.
persons outside the United States in reliance on Regulation S under the Securities Act and to persons who are qualified investors in Relevant Member States (as defined in the Offer to Exchange) in reliance on the Prospectus Regulation (as defined in the Offer to Exchange). The Exchange Offer is not and the PSEG Notes will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or in a transaction not subject to the registration requirements of the Securities Act or any state securities laws. In connection with the Exchange Offer and as described in the Offer to Exchange, PSEG will enter into a registration rights agreement, pursuant to which PSEG will be obligated to use commercially reasonable efforts to file with the U.S. Securities and Exchange Commission and cause to become effective a registration statement with respect to an offer to exchange the PSEG Notes for new notes and to use commercially reasonable efforts to file a shelf registration statement to cover resales of the PSEG Notes under the Securities Act in the event that PSEG determines that a registered exchange offer is not available or may not be completed.
This report does not and will not constitute an offer to exchange or sell or a solicitation of an offer to buy or exchange any securities nor will there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful under the securities laws of such state. The Exchange Offer will be made only by means of the Offer to Exchange.
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Financial Statements and Exhibits |
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Press Release of Public Service Enterprise Group Incorporated, dated as of November 23, 2020. |
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Certain other information included in the Offer to Exchange. |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |