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.
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
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 PSEGs 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 PSEGs 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.
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.