New Issue: Prudential sells $1 billion 6.5% fixed-to-fixed reset junior subordinated notes

By Wendy Van Sickle

Columbus, Ohio, March 6 – Prudential Financial, Inc. priced $1 billion of 6.5% fixed-to-fixed rate reset junior subordinated notes due 2054 (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 15, 2034 and then will reset at an annual rate equal to the five-year Treasury rate plus 240.4 basis points.

The notes are callable at par in whole or in part on or after Sept. 15, 2027. Before that, they are callable if a tax event, rating agency event or regulatory capital 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 bookrunners.

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.

Issuer:	Prudential Financial, Inc.
Amount:	$1 billion
Issue:	Fixed-to-fixed rate reset junior subordinated notes
Maturity:	March 15, 2054
Bookrunners:	Wells Fargo Securities, LLC, Barclays, Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC
Senior co-managers:	MUFG Securities Americas Inc., Natixis Securities Americas LLC, Santander US Capital Markets LLC, Standard Chartered Bank and U.S. Bancorp Investments, Inc.
Junior co-managers:	Academy Securities, Inc., CastleOak Securities, LP, Drexel Hamilton, LLC and Siebert Williams Shank & Co., LLC
Trustee:	Bank of New York Mellon
Counsel to issuer:	In-house counsel
Counsel to underwriters:	Cleary Gottlieb Steen & Hamilton LLP
Coupon:	6.5% until March 15, 2034, then will reset at Treasury rate plus 240.4 bps
Price:	Par
Yield:	6.5%
Call features:	In whole or in part during three-month period prior to March 15, 2034 and prior to each subsequent reset date at par; make-whole prior to Dec. 15, 2033 at Treasuries plus 40 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:	March 6
Settlement date:	March 11
Expected ratings:	Moody’s: Baa1
	S&P: BBB+
	Fitch: BBB
Distribution:	SEC registered
Cusip:	744320BP6

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