New Issue: Prudential sells $500 million 6.75% fixed-to-fixed reset junior subordinated notes

By Wendy Van Sickle

Columbus, Ohio, Feb. 22 – Prudential Financial, Inc. priced $500 million of 6.75% fixed-to-fixed rate reset junior subordinated notes due March 1, 2053 (Baa1/BBB+/BBB) at par on Wednesday, according to an FWP filing with the Securities and Exchange Commission.

The rate will be fixed to but excluding March 1, 2033 and then will reset at an annual rate equal to the five-year Treasury rate plus 284.8 basis points.

The notes are callable at par in whole or in part on or after Sept. 1, 2027. Before that, they are callable if a tax event, rating agency event or regulatory capital event occurs.

J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc. and Morgan Stanley & Co. LLC are the joint bookrunners.

Proceeds will be used for general corporate purposes, which may include the redemption or repurchase of all $500 million aggregate principal amount of the company’s 2044 notes.

Prudential is a Newark, N.J.-based holding company. Its subsidiaries and affiliates offer financial products and services, including life insurance, annuities, retirement-related products and services, mutual funds and investment management.

Issuer:	Prudential Financial, Inc.
Amount:	$500 million
Issue:	Fixed-to-fixed rate reset junior subordinated notes
Maturity:	March 1, 2053
Bookrunners:	J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc. and Morgan Stanley & Co. LLC
Senior co-managers:	MUFG Securities Americas Inc., SMBC Nikko Securities America, Inc. and Siebert Williams Shank & Co., LLC
Junior co-managers:	Academy Securities, Inc., Drexel Hamilton, LLC, R. Seelaus & Co., LLC and Samuel A. Ramirez & Co., Inc.
Trustee:	Bank of New York Mellon
Counsel to issuer:	In-house counsel
Counsel to underwriters:	Cleary Gottlieb Steen & Hamilton LLP
Coupon:	6.75% until March 1, 2033, then will reset at Treasury rate plus 284.8 bps
Price:	Par
Yield:	6.75%
Call features:	In whole or in part during three-month period prior to March 1, 2033 and prior to each subsequent reset date at par; make-whole prior to Dec. 1, 2032 at Treasuries plus 45 bps; or in whole within 90 days of a tax event at par or within 90 days of a ratings event at 102
Pricing date:	Feb. 22
Settlement date:	Feb. 27
Expected ratings:	Moody’s: Baa1
	S&P: BBB+
	Fitch: BBB
Distribution:	SEC registered
Listing:	NYSE
Cusip:	744320BL5

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