Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
March 23 2018 - 6:07AM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Registration No. 333-223355
Prudential Financial, Inc.
$600,000,000 3.878% Medium-Term Notes, Series E
Due March 27, 2028
Final
Term Sheet, March 22, 2018
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Issuer:
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Prudential Financial, Inc.
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Ratings*:
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Baa1 (Moody’s) / A (S&P)
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Security:
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Medium-Term Notes, Series E
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Trade Date:
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March 22, 2018
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Settlement Date:
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March 27, 2018 (T+3 days*)
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Maturity Date:
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March 27, 2028
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Principal Amount:
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$600,000,000
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Price to Investors:
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100.000%
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Net Proceeds (before expenses):
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$597,300,000
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Pricing Benchmark:
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2.750% due February 15, 2028
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Benchmark Treasury Price and Yield:
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99-10+/2.828%
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Spread to Benchmark:
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+ 105 basis points
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Re-offer Yield:
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3.878%
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Coupon:
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3.878% per annum
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Interest Payment Dates:
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Semi-annually on the 27th day of each March and September, starting September 27, 2018.
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Regular Record Dates:
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The business day preceding an Interest Payment Date
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Day Count Fraction:
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30/360
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Business Day Convention:
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Following unadjusted
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Business days, if different from those
specified in the Prospectus Supplement,
that apply:
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Not applicable
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Denominations:
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$1,000 x $1,000
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Make-Whole Redemption:
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Prior to December 27, 2027, redeemable at a redemption price equal to the greater of (a) 100% of the principal amount of the Notes and (b) the discounted value at CMT rate plus 20 basis points, plus accrued and unpaid interest to
but excluding the redemption date.
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Optional Redemption:
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On or after December 27, 2027, redeemable at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest to the redemption date.
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Joint Bookrunners:
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BNP Paribas Securities Corp.
Deutsche Bank
Securities Inc.
HSBC Securities (USA) Inc.
J.P. Morgan
Securities LLC
Wells Fargo Securities, LLC
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Billing and Delivery Agent:
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J.P. Morgan Securities LLC
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Co-Managers:
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MUFG Securities Americas Inc.
Scotia Capital
(USA) Inc.
SMBC Nikko Securities America, Inc.
U.S. Bancorp
Investments, Inc.
CastleOak Securities, L.P.
Drexel Hamilton,
LLC
Mischler Financial Group, Inc.
Samuel A. Ramirez &
Company, Inc.
Siebert Cisneros Shank & Co., L.L.C.
The
Williams Capital Group, L.P.
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CUSIP Number:
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74432QCC7
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*
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Prudential Financial, Inc. expects that delivery of the Notes will be made against payment therefor on or about the third business day following the date of confirmation of orders with respect to the Notes (this
settlement cycle being referred to as “T+3”). Pursuant to Rule 15c6-1 under the United States Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the
parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes on the date of pricing will be required, by virtue of the fact that the Notes initially will settle in T+3, to specify an alternate settlement cycle
at the time of any such trade to prevent a failed settlement. Purchasers of the Notes should consult their own advisors.
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An
explanation of the significance of ratings may be obtained from the rating agencies. Generally, rating agencies base their ratings on such material and information, and such of their own investigations, studies and assumptions, as they deem
appropriate. The rating of the notes should be evaluated independently from similar ratings of other securities. A credit rating of a security is not a recommendation to buy, sell or hold securities and may be subject to review, revision,
suspension, reduction or withdrawal at any time by the assigning rating agency.
Investing in the Notes involves a number of risks. See
“Risk Factors” included or incorporated by reference in the prospectus supplement dated March 1, 2018 and the related prospectus dated March 1, 2018.
Prudential Financial, Inc. has filed a registration statement (including a prospectus) and a prospectus supplement with the SEC for the
offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement and other documents Prudential Financial, Inc. has filed with the SEC for more complete
information about the issuer and this offering. You should rely on the prospectus, prospectus supplement and any relevant free writing prospectus or pricing supplement for complete details. You may get these documents for free by visiting the SEC
Web site at www.sec.gov. Alternatively, copies of the prospectus and the prospectus supplement may be obtained by contacting BNP Paribas Securities Corp. toll-free at 1-800-854-5674, Deutsche Bank Securities Inc. toll-free at 1-800-503-4611, HSBC
Securities (USA) Inc. toll-free at 1-866-811-8049, J.P. Morgan Securities LLC toll free at 1-212-834-4533 or Wells Fargo Securities, LLC toll free at 1-800-645-3751.
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