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 |
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(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 |
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Common Stock, Par Value $.01 |
PRU |
New York Stock Exchange |
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5.75% Junior Subordinated Notes |
PJH |
New York Stock Exchange |
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5.70% Junior Subordinated Notes |
PRH |
New York Stock Exchange |
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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 |
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23.1 |
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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. |
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By: |
/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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Exhibit 5.1
John Cafiero Vice President and Corporate Counsel Law Department |
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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 Companys 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 Companys 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 Companys 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 Trustees certificates of authentication of the Notes have been manually signed by one of the Trustees 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 Companys 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 |