PRUDENTIAL FINANCIAL, INC. (NYSE:PRU) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement

The New Notes and Indenture

In connection with the early settlement of the Exchange Offers, the Company issued (i) $895,778,000 aggregate principal amount of its New 2047 Notes and (ii) $1,039,497,000 aggregate principal amount of its New 2049 Notes in exchange for validly tendered and accepted Existing Notes. The aggregate principal amount of New Notes issued equals the applicable upsized caps the Company had set for the Exchange Offers. Therefore, the Company does not expect to accept any additional Existing Notes for exchange or have a final settlement in connection with the Exchange Offers.

The New Notes were issued to an Indenture dated as of December7, 2017 (the “Indenture”) between the Company and The Bank of New York Mellon, as trustee. The relevant terms of the New Notes are set forth in the Indenture, attached to this Current Report on Form 8-K as Exhibit 4.1 and incorporated herein by reference, and in the form of the global note representing the New Notes, included as Exhibit A to the Indenture and incorporated herein by reference.

The 2047 Notes will bear interest at a rate of 3.905%per annum, and the 2049 Notes will bear interest at a rate of 3.935%per annum, which, in each case, shall be payable semi-annually in arrears on June7 and December7 of each year, beginning on June7, 2018. The 2047 Notes and the 2049 Notes will mature on December7, 2047 and December7, 2049, respectively.

The New Notes will rank equal in right of payment to all of the Company’s other existing and future senior unsecured indebtedness, senior in right of payment to all of the Company’s existing and future subordinated indebtedness, effectively subordinated in right of payment to all of the Company subsidiaries’ obligations (including secured and unsecured obligations) and subordinated in right of payment to the Company’s secured obligations, to the extent of the assets securing such obligations.

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The New Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. Therefore, the New Notes may not be offered or sold in the United States or to any U.S. persons except to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable state securities laws.

Registration Rights Agreement

In connection with the issuance of the New Notes, the Company entered into a registration rights agreement, dated as of December7, 2017 (the “Registration Rights Agreement”), with Barclays Capital Inc., Goldman Sachs& Co. LLC, Merrill Lynch, Pierce, Fenner& Smith Incorporated, Credit Suisse Securities (USA) LLC, Mizuho Securities USA LLC, Morgan Stanley& Co. LLC, Wells Fargo Securities, LLC, ICBC Standard Bank Plc, MUFG Securities Americas Inc., Santander Investment Securities Inc., SMBCNikko Securities America, Inc. and Standard Chartered Bank (collectively, the “Dealer Managers”). to the Registration Rights Agreement, the Company has agreed to use its commercially reasonable efforts to file a registration statement with respect to an offer to exchange each series of New Notes for a new issue of substantially identical notes registered under the Securities Act. The Company has also agreed to use its commercially reasonable efforts to cause the registration statement to be declared effective within 270 days after December7, 2017, the initial issue date of the New Notes (the “Issue Date”), and consummate such exchange offer within 310 days after the Issue Date. The Company may be required to file a shelf registration statement to cover resales of the New Notes under certain circumstances. If the Company fails to satisfy these obligations, among others, it may be required to pay holders of the New Notes additional interest on the New Notes, equal to 0.25% per annum for the first 90-day period immediately following such failure. The amount of additional interest shall increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all failures have been cured, up to a maximum amount of additional interest of 0.50% per annum. A copy of the Registration Rights Agreement is attached to this Current Report on Form 8-K as Exhibit 4.3 and is incorporated herein by reference.

The descriptions of the Indenture, the New Notes and the Registration Rights Agreement in this Current Report on Form 8-K are summaries and are qualified in their entirety by the terms of the Indenture, the form of the global note representing the New Notes and the Registration Rights Agreement, respectively, which are each incorporated herein by reference.

The information contained in Item 1.01 above under the heading “The New Notes and Indenture” is incorporated herein by reference.

(d) Exhibits.

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PRUDENTIAL FINANCIAL INC Exhibit
EX-4.1 2 d470955dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 PRUDENTIAL FINANCIAL,…
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About PRUDENTIAL FINANCIAL, INC. (NYSE:PRU)

Prudential Financial, Inc. is a financial services company. The Company, through its subsidiaries and affiliates, provides a range of financial products and services, including life insurance, annuities and investment management. The Company’s divisions include U.S. Retirement Solutions and Investment Management Division; U.S. Individual Life and Group Insurance Division, and International Insurance Division. The U.S. Retirement Solutions and Investment Management division consists of its Individual Annuities, Retirement and Asset Management segments. The U.S. Individual Life and Group Insurance division conducts its business through the Individual Life and Group Insurance segments. The International Insurance division conducts its business through the International Insurance segment. The Company also has corporate and other operations, which include corporate items and initiatives that are not allocated to its business segments and divested businesses.