Current Report Filing (8-k)
September 18 2018 - 4:18PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 18, 2018
PRUDENTIAL FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
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New Jersey
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001-16707
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22-3703799
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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751 Broad Street
Newark, New Jersey 07102
(Address of principal executive offices and zip code)
(973)
802-6000
(Registrants telephone number, including area code)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 8.01 Other Events.
On September 18, 2018, Prudential Financial, Inc. (the Company) closed the sale of $1,000,000,000 in aggregate principal amount of its 5.700%
Fixed-to-Floating
Rate Junior Subordinated Notes due 2048 (the Junior Subordinated Notes).
The documents listed below in Item 9.01 relate to the sale of the Junior Subordinated Notes and are filed as exhibits to this Current Report on Form
8K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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1.1
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Underwriting Agreement, dated September 13, 2018, among the Company and Citigroup Global Markets Inc., Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs
& Co. LLC, Mizuho Securities USA LLC and MUFG Securities Americas Inc., as representatives of the several underwriters named therein.
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4.1
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Subordinated Debt Securities Indenture, dated June
17, 2008, between the Company and The Bank of New York Mellon (formerly known as The Bank of New York), as Trustee (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form
8-K,
filed
with the Securities and Exchange Commission on June 17, 2008).
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4.2
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Thirteenth Supplemental Indenture, dated September 18, 2018, between the Company and The Bank of New York Mellon, as Trustee.
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4.3
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Form of Junior Subordinated Note (included in Exhibit 4.2).
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5.1
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Opinion of John M. Cafiero, dated September 18, 2018.
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8.1
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Tax opinion of Sullivan & Cromwell LLP, dated September 18, 2018.
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23.1
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Consent of John M. Cafiero (included in Exhibit 5.1).
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23.2
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Consent of Sullivan & Cromwell LLP (included in Exhibit 8.1).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: September 18, 2018
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P
RUDENTIAL
F
INANCIAL
, I
NC
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By:
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/s/ John M. Cafiero
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Name: John M. Cafiero
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Title: Vice President and Assistant
Secretary
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