(Source: PRNewswire)NEWARK, N.J., Aug. 10 /PRNewswire/ -- PSEG Power LLC ("PSEG Power"), a wholly-owned subsidiary of Public Service Enterprise Group Incorporated (NYSE: PEG), announced today that it has commenced an offer to eligible holders to exchange any and all of the outstanding 8.50% Senior Notes due 2011 (the "Energy Holdings notes") of its affiliate, PSEG Energy Holdings, L.L.C. ("Energy Holdings"), held by them for newly-issued PSEG Power Senior Notes due 2016 (the "Power notes"), fully and unconditionally guaranteed by PSEG Power's three principal operating subsidiaries (the "subsidiary guarantees"), plus a cash payment plus a cash early participation payment, if eligible, in each case, as further described below.

The complete terms and conditions of the exchange offer are set forth in a confidential offering memorandum and consent solicitation statement dated August 10, 2009 and the related letter of transmittal and consent. The following is a brief summary of certain key elements of the exchange offer:

-- The exchange offer will expire at midnight, New York City time, on

September 4, 2009, unless extended or earlier terminated (the

"expiration date").

-- The "total exchange consideration" will be, for each $1,000

principal amount of Energy Holdings notes tendered and accepted,

$1,070.00 of consideration comprised of:

-- $802.50 principal amount of Power notes, plus

-- a cash payment equal to $237.50, plus

-- a cash "early participation payment" equal to $30.00.

-- Eligible holders who validly tender and who do not validly withdraw

Energy Holdings notes at or prior to 5:00 p.m., New York City time, on

August 20, 2009, unless extended (the "early participation payment

date"), and whose tenders are accepted for exchange by PSEG Power,

will receive the total exchange consideration.

-- Eligible holders who validly tender Energy Holdings notes after the

early participation date but at or prior to the expiration date, and

whose tenders are accepted for exchange by PSEG Power, will receive the

total exchange consideration minus the early participation payment.

-- Tenders of Energy Holdings notes in the exchange offer may be validly

withdrawn at any time at or prior to the early participation date

provided that PSEG Power may extend the early participation date without

extending the deadline by which Energy Holdings notes tendered in the

Exchange Offer may be validly withdrawn, unless required by law. Energy

Holdings notes tendered after the early participation date may not be

withdrawn, except where additional withdrawal rights are required by law

(as determined by PSEG Power in its sole discretion).