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): March 22, 2013
PRUDENTIAL FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
| New Jersey | 001-16707 | 22-3703799 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
751 Broad Street
Newark, New Jersey 07102
(Address of principal executive offices and zip code)
(973) 802-6000
(Registrant’s 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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
On March 22, 2013, Prudential Financial, Inc. (the “Company”) closed the sale of $500,000,000 in aggregate principal amount of its 5.20% Fixed-to-Floating Rate Junior Subordinated Notes due 2044 (the “Junior Subordinated Notes”).
The following documents relating to the sale of the Junior Subordinated Notes are filed as exhibits to this Current Report on Form 8–K:
| • | Underwriting Agreement, dated March 19, 2013, among the Company and Citigroup Global Markets Inc., Goldman, Sachs & Co., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, and RBS Securities Inc. as representatives of the several underwriters named therein; |
| • | 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; |
| • | Ninth Supplemental Indenture, dated March 22, 2013, between the Company and The Bank of New York Mellon, as Trustee; |
| • | Form of Junior Subordinated Note; |
| • | Opinion of John M. Cafiero, dated March 22, 2013; and |
| • | Tax opinion of Sullivan & Cromwell LLP, dated March 22, 2013. |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated March 19, 2013, among the Company and Citigroup Global Markets Inc., Goldman, Sachs & Co., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, and RBS Securities Inc., as representatives of the several underwriters named therein. | |
| 4.1 | 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 Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 17, 2008). | |
| 4.2 | Ninth Supplemental Indenture, dated March 22, 2013, between the Company and The Bank of New York Mellon, as Trustee. | |
| 4.3 | Form of Junior Subordinated Note (included in Exhibit 4.2). | |
| 5.1 | Opinion of John M. Cafiero, dated March 22, 2013. | |
| 8.1 | Tax opinion of Sullivan & Cromwell LLP, dated March 22, 2013. | |
| 23.1 | Consent of John M. Cafiero (included in Exhibit 5.1). | |
| 23.2 | Consent of Sullivan & Cromwell LLP (included in Exhibit 8.1). | |
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: March 22, 2013
| PRUDENTIAL FINANCIAL, INC. | ||
| By: | /s/ John M. Cafiero | |
| Name: John M. Cafiero | ||
| Title: Vice President and Assistant Secretary | ||
Exhibit Index
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated March 19, 2013, among the Company and Citigroup Global Markets Inc., Goldman, Sachs & Co., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, and RBS Securities Inc., as representatives of the several underwriters named therein. | |
| 4.1 | 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 Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 17, 2008). | |
| 4.2 | Ninth Supplemental Indenture, dated March 22, 2013, between the Company and The Bank of New York Mellon, as Trustee. | |
| 4.3 | Form of Junior Subordinated Note (included in Exhibit 4.2). | |
| 5.1 | Opinion of John M. Cafiero, dated March 22, 2013. | |
| 8.1 | Tax Opinion of Sullivan & Cromwell LLP, dated March 22, 2013. | |
| 23.1 | Consent of John M. Cafiero (included in Exhibit 5.1). | |
| 23.2 | Consent of Sullivan & Cromwell LLP (included in Exhibit 8.1). | |