transactions that cover syndicate short positions,
in stabilization transactions or otherwise. Any of these activities
may stabilize or maintain the price of the Senior Notes above
independent market levels. The underwriters are not required to
engage in these activities, and may end any of these activities at
any time and, in any case, will end these activities after a
limited period.
Neither we nor the underwriters make any
representation or prediction as to the direction or magnitude of
any effect that the transactions described above may have on the
price of the Senior Notes. In addition, neither we nor the
underwriters make any representation that such transactions will be
engaged in or that such transactions, once commenced, will not be
discontinued without notice.
We have agreed to indemnify the several
underwriters against certain liabilities, including liabilities
under the Securities Act or to contribute to payments required to
be made in respect thereof.
The underwriters and their respective affiliates
are full service financial institutions engaged in various
activities, which may include sales and trading, commercial and
investment banking, advisory, investment management, investment
research, principal investment, hedging, market making, brokerage
and other financial and non-financial activities and services.
Certain of the underwriters and their respective affiliates have
provided, and may in the future provide, a variety of these
services, including lending under certain of our credit facilities,
to us and to persons and entities with relationships with us for
which they are paid customary fees and expenses.
In the ordinary course of their various business
activities, the underwriters and their respective affiliates,
officers, directors and employees may purchase, sell or hold a
broad array of investments and actively trade securities,
derivatives, loans, commodities, currencies, credit default swaps
and other financial instruments for their own account and for the
accounts of their customers, and such investment and trading
activities may involve or relate to assets, securities and/or
instruments of ours (directly, as collateral securing other
obligations or otherwise) and/or persons and entities with
relationships with us. The underwriters and their respective
affiliates may also communicate independent investment
recommendations, market color or trading ideas and/or publish or
express independent research views in respect of such assets,
securities or instruments and may at any time hold, or recommend to
clients that they should acquire, long and/or short positions in
such assets, securities and instruments.
Conflicts of Interest
We expect to use the net proceeds from the sale of
the Senior Notes for general corporate purposes, including,
together with cash on hand, the repayment in full of the
$700 million outstanding principal amount of PSEG’s 2.65%
senior unsecured notes that mature on November 15, 2022. See
“Use of Proceeds.” If any of the underwriters or their affiliates
are holders of PSEG’s 2.65% senior unsecured notes due
November 15, 2022, such underwriters or affiliates will
receive a portion of the net proceeds from this offering used to
repay such notes. In such event, it is possible that 5% or more of
the net proceeds from this offering (not including the underwriting
discount) may be received by any one underwriter or its affiliates,
resulting in a “conflict of interest” under Rule 5121 of the
Financial Industry Regulatory Authority, Inc. (“FINRA”). Because
the Senior Notes offered hereby are investment grade rated, no
“qualified independent underwriter” is required to be appointed in
connection with this offering. However, as required by FINRA Rule
5121, no sale of the Senior Notes offered hereby will be made by an
affected underwriter to an account over which it exercises
discretion without the prior specific written consent of the
account holder.
Selling Restrictions
Notice to Prospective Investors in Canada
The Senior Notes may be sold only to purchasers
purchasing, or deemed to be purchasing, as principal that are
accredited investors, as defined in National Instrument
45-106 Prospectus
Exemptions or subsection 73.3(1) of the Securities Act (Ontario),
and are permitted clients, as defined in National Instrument
31-103 Registration
Requirements, Exemptions and Ongoing Registrant Obligations. Any
resale of the Senior Notes must be made in accordance with an
exemption from, or in a transaction not subject to, the prospectus
requirements of applicable securities laws.
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