Prospectus Supplement
(To Prospectus dated March 1, 2018)
$800,000,000
Prudential Financial, Inc.
3.700% Fixed-to-Fixed Reset Rate Junior Subordinated Notes
due 2050
The 3.700% Fixed-to-Fixed Reset Rate Junior Subordinated Notes
due 2050, or the notes, are our unsecured, subordinated debt instruments and will bear interest (i) from the date they are issued to, but excluding, October 1, 2030, at an annual rate of 3.700%, and (ii) from and
including October 1, 2030, during each interest period at an annual rate equal to the five-year Treasury rate as of the most recent reset interest determination date, in each case to be reset on each interest reset date, plus 3.035%. Interest
will be payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2021. So long as no event of default with respect to the notes has occurred and is continuing, we have the right, on one or more
occasions, to defer the payment of interest on the notes as described under Description of the Junior Subordinated NotesOption to Defer Interest Payments in this prospectus supplement for one or more consecutive interest periods up
to five years. Deferred interest will accrue additional interest at an annual rate equal to the annual interest rate then applicable to the notes. See Description of the Junior Subordinated NotesInterest Rate and Interest Payment
Dates in this prospectus supplement for the definitions of interest period, five-year Treasury rate, reset interest determination date and interest reset date.
The principal amount of the notes will become due on October 1, 2050. Payment of the principal on the notes will be accelerated only in the
case of our bankruptcy or certain other insolvency events with respect to us. There is no right of acceleration in the case of default in the payment of interest on the notes or the performance of any of our other obligations with respect to the
notes.
We may redeem the notes at our option for cash, at the times and at the applicable redemption prices described in this prospectus
supplement.
The notes will be unsecured, subordinated and junior in right of payment to all our existing and future senior indebtedness (as
defined in this prospectus supplement). The notes will rank pari passu with our 5.625% Junior Subordinated Notes due 2058, our 5.700% Fixed-to-Floating Rate
Junior Subordinated Notes due 2048, our 4.500% Fixed-to-Floating Rate Junior Subordinated Notes due 2047, our 5.375% Fixed-to-Floating Rate Junior Subordinated Notes due 2045, our 5.875% Fixed-to-Floating Rate Junior Subordinated Notes due 2042,
our 5.625% Fixed-to-Floating Rate Junior Subordinated Notes due 2043, our 5.20%
Fixed-to-Floating Rate Junior Subordinated Notes due 2044, our 5.75% Junior Subordinated Notes due 2052 (the 2052 notes) and our 5.70% Junior
Subordinated Notes due 2053 (the 2053 notes), as well as any 4.125% Junior Subordinated Notes due 2060 (the 2060 notes) we issue in the concurrent offering described below. All of our other existing indebtedness
for money borrowed is senior to the notes.
We do not intend to apply for listing of the notes on any securities exchange.
Concurrent with this offering of the notes, we are offering $500 million principal amount of our 2060 notes. The offering of the notes is not
conditioned on the offering of the 2060 notes and we may sell the notes or the 2060 notes, or both.
The notes are not deposits or savings
accounts or other obligations of any bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.
Investing in
the notes involves risks. See Risk Factors beginning on page S-6 of this prospectus supplement and the Risk Factors contained in our Annual Report on Form
10-K for the year ended December 31, 2019 and in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, incorporated by reference herein.
Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of
these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
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Per Note
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Total
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Initial public offering price(1)
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100.000
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%
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$
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800,000,000
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Underwriting discount
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1.000
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%
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$
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8,000,000
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Proceeds, before expenses, to Prudential Financial, Inc.
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99.000
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%
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$
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792,000,000
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(1)
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Plus accrued interest, if any, from August 21, 2020 if settlement occurs after that date.
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The underwriters expect to deliver the notes through the facilities of The Depository Trust Company for the accounts of its participants,
including Clearstream Banking, société anonyme, Luxembourg (Clearstream) and Euroclear Bank NV/SA (Euroclear), against payment in New York, New York on or about August 21, 2020.
Wells Fargo Securities
Global Coordinator and Joint Book-Runner
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Barclays
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Citigroup
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Goldman Sachs & Co. LLC
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Morgan Stanley
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Mizuho Securities
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Joint Book-Runners
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Scotiabank
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Siebert Williams Shank
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SOCIETE GENERALE
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TD Securities
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Senior Co-Managers
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CastleOak Securities, L.P.
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Ramirez & Co., Inc.
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R. Seelaus & Co., LLC
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Junior Co-Managers
Prospectus Supplement dated August 18, 2020