Prudential to price fixed-to-fixed junior subordinated notes due 2054

By William Gullotti

Buffalo, N.Y., March 6 – Prudential Financial, Inc. plans to price fixed-to-fixed reset rate junior subordinated notes due March 15, 2054, according to a 424B2 filing with the Securities and Exchange Commission.

There will be an over-allotment option.

The initial interest rate will be fixed for the first 10 years, resetting on March 15, 2034 and at five-year intervals until maturity or otherwise redeemed.

Interest may be deferred more than once, at the company’s option, as long as no event of default exists, for up to five consecutive years per individual deferral. Interest will continue to accrue during the deferral period, compounded on each interest payment date where payment has been deferred, at the then-applicable interest rate.

Deferral periods may not extend beyond the maturity date.

Multiple early redemption conditions exist, which may be exercised in whole or in part.

The notes have a make-whole call prior to Dec. 15, 2033 at par plus a make-whole premium. They may also be called during the 90-day period prior to, and including, each interest reset date at par.

If it is a partial redemption, at least $25 million total principal amount of the notes, excluding any notes held by Prudential or any affiliates, must remain outstanding after the redemption and all accrued and unpaid interest, including deferred interest, must be paid in full on all outstanding notes for all interest periods ending on or before the date of redemption.

The notes will also be callable in whole, but not in part, within 90 days of a tax event, rating agency event or regulatory capital event. The redemption price is par if a tax event or regulatory capital event occurs and 102 if a rating agency event occurs.

Wells Fargo Securities, LLC, Barclays, Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are the joint bookrunning managers for the offering.

Bank of New York Mellon is the trustee.

In-house counsel will advise the company, and Cleary Gottlieb Steen & Hamilton LLP will act as counsel for the underwriters.

Proceeds will be used for general corporate purposes, which may include the redemption or repurchase of all $1 billion aggregate principal amount of the company’s 2045 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.

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