PRUDENTIAL FINANCIAL INC false 0001137774 0001137774 2023-02-27 2023-02-27 0001137774 us-gaap:CommonStockMember 2023-02-27 2023-02-27 0001137774 pru:M5.950JuniorSubordinatedNotes2Member 2023-02-27 2023-02-27 0001137774 pru:A5.625JuniorSubordinatedNotesMember 2023-02-27 2023-02-27 0001137774 pru:M4.125JuniorSubordinatedNotes1Member 2023-02-27 2023-02-27

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 27, 2023

 

 

PRUDENTIAL FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

 

 

 

New Jersey   001-16707   22-3703799

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S Employer

Identification Number)

 

751 Broad Street
Newark, New Jersey 07102
(Address of principal executive offices and zip code)

(973) 802-6000

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

 

Title of Each Class

  

Trading
Symbol(s)

  

Name of Each Exchange

on Which Registered

Common Stock, Par Value $.01   PRU   New York Stock Exchange
5.950% Junior Subordinated Notes   PRH   New York Stock Exchange
5.625% Junior Subordinated Notes   PRS   New York Stock Exchange
4.125% Junior Subordinated Notes   PFH   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 8.01

Other Events.

On February 27, 2023, Prudential Financial, Inc. (the “Company”) closed the sale of $500,000,000 in aggregate principal amount of its 6.750% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2053 (the “Notes”).

The documents listed below in Item 9.01 relate to the sale of the Notes and are filed as exhibits to this Current Report on Form 8-K.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

No.

    Description
1.1    Underwriting Agreement, dated February 22, 2023, among the Company and J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein, with respect to the Notes.
4.1    Subordinated Debt Securities Indenture, dated June 17, 2008, between the Company and The Bank of New York Mellon (formerly known as The Bank of New York), as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 17, 2008).
4.2    Nineteenth Supplemental Indenture, dated February 27, 2023, between the Company and The Bank of New York Mellon, as Trustee, with respect to the Notes.
4.3    Form of Note (included in Exhibit 4.2).
5.1    Opinion of Miguel A. Nieves, dated February 27, 2023.
8.1    Tax opinion of Willkie Farr & Gallagher LLP, dated February 27, 2023, with respect to the Notes.
23.1    Consent of Miguel A. Nieves (included in Exhibit 5.1).
23.2    Consent of Willkie Farr & Gallagher LLP with respect to the Notes (included in Exhibit 8.1).
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 27, 2023

 

PRUDENTIAL FINANCIAL, INC.
By:  

/s/ John M. Cafiero

Name:   John M. Cafiero
Title:   Vice President and Assistant Secretary
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