PRUDENTIAL FINANCIAL INC false 0001137774 0001137774 2020-03-10 2020-03-10 0001137774 us-gaap:CommonStockMember 2020-03-10 2020-03-10 0001137774 pru:A5.75JuniorSubordinatedNoteMember 2020-03-10 2020-03-10 0001137774 pru:A5.70JuniorSubordinatedNotesMember 2020-03-10 2020-03-10 0001137774 pru:A5.625JuniorSubordinatedNotesMember 2020-03-10 2020-03-10

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 10, 2020

 

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 Number)

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:

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))

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of Each Class

 

Trading Symbol(s)

 

Name of Each Exchange

on Which Registered

Common Stock, Par Value $.01

 

PRU

 

New York Stock Exchange

5.75% Junior Subordinated Notes

 

PJH

 

New York Stock Exchange

5.70% Junior Subordinated Notes

 

PRH

 

New York Stock Exchange

5.625% Junior Subordinated Notes

 

PRS

 

New York Stock Exchange

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 9.01 Financial Statements and Exhibits.

Exhibits are filed herewith in connection with the issuance by Prudential Financial, Inc. (the “Company”), on March 10, 2020, of $500 million aggregate principal amount of 1.500% Medium-Term Notes, Series E, Due March 10, 2026, $500 million aggregate principal amount of 2.100% Medium-Term Notes, Series E, Due March 10, 2030, and $500 million aggregate principal amount of 3.000% Medium-Term Notes, Series E, Due March 10, 2040, pursuant to the Company’s automatic shelf registration statement on Form S-3 (No. 333-223355) (the “Registration Statement”).

(d) Exhibits

The following exhibits are incorporated by reference into the Registration Statement as exhibits thereto and are filed as part of this Current Report:

 

5.1

   

Opinion of John M. Cafiero, dated March 10, 2020.

         
 

23.1

   

Consent of John M. Cafiero (included in Exhibit 5.1).

         
 

104

   

Cover Page Interactive Data File (embedded within the Inline XBRL document).


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 10, 2020

PRUDENTIAL FINANCIAL, INC.

 

         

By:

 

/s/ John M. Cafiero

 

Name:    

 

John M. Cafiero

 

Title:

 

Vice President and Assistant Secretary

 

Exhibit 5.1

 

LOGO   

John Cafiero

Vice President and Corporate Counsel

Law Department

   The Prudential Insurance Company of America
   751 Broad Street, Newark, NJ 07102
   Tel 973 802-6933 973 802-2393
   john.cafiero@prudential.com
   March 10, 2020

Prudential Financial, Inc.

751 Broad Street

Newark, New Jersey 07102

Ladies and Gentlemen:

As Vice President and Corporate Counsel of The Prudential Insurance Company of America, I am familiar with the arrangements whereby Prudential Financial, Inc., a New Jersey corporation (the “Company”), has been authorized to issue and sell $500,000,000 aggregate principal amount of 1.500% Medium-Term Notes, Series E, Due March 10, 2026, $500,000,000 aggregate principal amount of 2.100% Medium-Term Notes, Series E, Due March 10, 2030, and $500,000,000 aggregate principal amount of 3.000% Medium-Term Notes, Series E, Due March 10, 2040 (collectively, the “Notes”), pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-223355) (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). The Notes are being issued under the Company’s Senior Debt Securities Indenture (as amended, the “Indenture”), dated as of April 25, 2003, between the Company and The Bank of New York Mellon (formerly known as The Bank of New York) (as successor to JPMorgan Chase Bank, N.A.), as trustee (the “Trustee”).

I have examined or caused to be examined under my direction certificates of public officials, and copies, certified or otherwise identified to my satisfaction, of such corporate documents and records of the Company, and such other records, certificates, documents and other instruments, as I have deemed relevant and necessary or appropriate as a basis for this opinion. In addition, I have consulted with certain attorneys in the Company’s Law Department and have relied, to the extent I deemed such reliance proper, upon certificates of officers of the Company with respect to the accuracy of material factual matters that were not independently established.

Upon the basis of such examination, I advise you that, in my opinion, the issuance and sale of the Notes have been authorized by the Company. The Notes have been duly executed and delivered by the Company and constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws relating to or affecting enforcement of creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).


Prudential Financial, Inc.

Page 2

 

The foregoing opinion is limited to the laws of the State of New Jersey and the laws of the State of New York, and I am expressing no opinion as to the effect of the laws of any other jurisdiction.

As to certain factual matters, I have relied upon certificates of officers of the Company and its subsidiaries and certificates of public officials and other sources believed by me to be responsible; and I have assumed that the Indenture has been duly authorized, executed and delivered by the Trustee, that the Notes conform to the specimen thereof examined by me, that the Trustee’s certificates of authentication of the Notes have been manually signed by one of the Trustee’s authorized officers, that the Notes have been delivered against payment as contemplated in the Registration Statement and that the signatures on all documents examined by me (or members of the Company’s Law Department) are genuine (assumptions that I have not independently verified).

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act.

 

Very truly yours,

/s/ John M. Cafiero

John M. Cafiero