Subject To Completion. Dated August 18, 2020
Preliminary Prospectus Supplement
(To Prospectus dated
March 1, 2018)
$
Prudential Financial, Inc.
% Junior Subordinated Notes due 2060
The % Junior Subordinated Notes due 2060, or the notes, are our unsecured, subordinated debt
instruments and will bear interest at an annual rate of %. Interest will be payable quarterly in arrears on March 1, June 1, September 1 and December 1 of each year, beginning on December 1, 2020. So
long as no event of default with respect to the notes has occurred and is continuing, we have the right, on one or more occasions, to defer the payment of interest on the notes as described under Description of the Junior Subordinated
NotesOption to Defer Interest Payments in this prospectus supplement for one or more consecutive interest periods up to five years. Deferred interest will accrue additional interest at an annual rate of %.
The notes will be issued in denominations of $25 and integral multiples thereof. The principal amount of the notes will become due on
September 1, 2060. Payment of the principal on the notes will be accelerated only in the case of our bankruptcy or certain other insolvency events with respect to us. There is no right of acceleration in the case of default in the payment of
interest on the notes or the performance of any of our other obligations with respect to the notes.
We may redeem the notes, in whole but
not in part, at any time prior to September 1, 2025, within 90 days after the occurrence of a tax event, a rating agency event or a regulatory capital event at a redemption price equal to (i) in the case
of a tax event or a regulatory capital event, their principal amount plus accrued and unpaid interest or (ii) in the case of a rating agency event, 102% of their principal amount plus accrued and unpaid
interest. We may also redeem the notes, in whole or in part, from time to time on or after September 1, 2025 at their principal amount plus accrued and unpaid interest. In the event the notes are treated as Tier 2 capital (or a
substantially similar concept) under the capital rules of any capital regulator of Prudential Financial, Inc. that are or will be applicable to Prudential Financial, Inc., any redemption of notes will be subject to our receipt of any
required prior approval from such capital regulator and to the satisfaction of any conditions set forth in those capital rules and any other regulations of any other capital regulator that are or will be applicable to our redemption of the notes.
Capital regulator means the governmental agency or instrumentality, if any, that has group-wide oversight of Prudential Financial, Inc.s regulatory capital.
The notes will be unsecured, subordinated and junior in right of payment to all our existing and future senior indebtedness (as defined in this
prospectus supplement). The notes will rank pari passu with our 5.625% Junior Subordinated Notes due 2058, our 5.700% Fixed-to-Floating Rate Junior Subordinated
Notes due 2048, our 4.500% Fixed-to-Floating Rate Junior Subordinated Notes due 2047, our 5.375%
Fixed-to-Floating Rate Junior Subordinated Notes due 2045, our 5.875% Fixed-to-Floating
Rate Junior Subordinated Notes due 2042, our 5.625% Fixed-to-Floating Rate Junior Subordinated Notes due 2043, our 5.20% Fixed-to-Floating Rate Junior Subordinated Notes due 2044, our 5.75% Junior Subordinated Notes due 2052 (the 2052 notes) and our 5.70% Junior Subordinated Notes due 2053 (the 2053
notes), as well as any % Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2050 (the 2050 notes) we issue in
the concurrent offering described below. All of our other existing indebtedness for money borrowed is senior to the notes.
We intend to
apply to list the notes on the New York Stock Exchange under the symbol . If the application is approved, we expect trading of the notes on the New York Stock
Exchange to commence within 30 days after the notes are first issued.
Concurrent with this offering of the notes, we are offering
$ principal amount of our 2050 notes. The offering of the notes is not conditioned on the offering of the 2050 notes and we may sell the notes or the 2050 notes, or both.
The notes are not deposits or savings accounts or other obligations of any bank and are not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other governmental agency.
Investing in
the notes involves risks. See Risk Factors beginning on page S-6 of this prospectus supplement and the Risk Factors contained in our Annual Report on Form
10-K for the year ended December 31, 2019 and in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, incorporated by reference herein.
Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of
these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
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Per Note
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Total(3)
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Initial public offering price(1)
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$
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$
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Underwriting discount(2)
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$
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$
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Proceeds, before expenses, to Prudential Financial, Inc.
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$
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$
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(1)
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Plus accrued interest, if any, from August , 2020 if settlement occurs after that date.
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(2)
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Reflects notes
sold to retail investors, for which the underwriters received an underwriting discount of $ per note,
and notes sold to institutional investors, for which the underwriters received an underwriting discount of
$ per note.
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(3)
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Assumes no exercise of the underwriters over-allotment option described below.
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We have granted the underwriters a one-time option to purchase up to an additional
$ principal amount of notes at the initial public offering price less the applicable underwriting discount within 30 days of the date of this prospectus supplement solely to
cover over-allotments, if any.
The underwriters expect to deliver the notes through the facilities of The Depository Trust Company for the
accounts of its participants, including Clearstream Banking, société anonyme, Luxembourg (Clearstream) and Euroclear Bank NV/SA (Euroclear), against payment in New York, New York on or about
August , 2020.
Wells Fargo Securities
Global Coordinator and Joint Book-Runner
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BofA Securities
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Morgan Stanley
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UBS Investment Bank
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Joint Book-Runners
Prospectus Supplement dated August , 2020