Filed pursuant to Rule 424(b)(2)
Registration No. 333-223355
PRICING SUPPLEMENT NO. 3, DATED FEBRUARY 20, 2019
CALCULATION OF REGISTRATION FEE
|
| ||||
| Title of Each Class of Securities to be Offered |
Maximum Aggregate Offering Price (1) |
Amount of Registration Fee (2) | ||
| 4.350% Medium-Term Notes, Series E |
$997,630,000 | $120,913 | ||
|
| ||||
|
| ||||
| (1) | Excludes accrued interest, if any. |
| (2) | Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended. This “Calculation of Registration Fee” table shall be deemed to update the “Calculation of Registration Fee” table in Prudential Financial, Inc.’s Registration Statement on Form S-3 (No. 333-223355). |
Pricing Supplement No. 3, dated February 20, 2019,
to the Prospectus, dated March 1, 2018, and
the Prospectus Supplement, dated March 1, 2018.
$1,000,000,000
PRUDENTIAL FINANCIAL, INC.
4.350% MEDIUM-TERM NOTES, SERIES E
DUE FEBRUARY 25, 2050
| UNDERWRITER AND PRINCIPAL AMOUNT: |
||||
| Morgan Stanley & Co. LLC |
$ | 141,672,000 | ||
| BNP Paribas Securities Corp. | $ | 141,666,000 | ||
| Deutsche Bank Securities Inc. | $ | 141,666,000 | ||
| HSBC Securities (USA) Inc. | $ | 141,666,000 | ||
| Merrill Lynch, Pierce, Fenner & Smith Incorporated |
$ | 141,666,000 | ||
| U.S. Bancorp Investments, Inc. | $ | 141,666,000 | ||
| ICBC Standard Bank Plc | $ | 25,000,000 | ||
| Santander Investment Securities Inc. | $ | 25,000,000 | ||
| SMBC Nikko Securities America, Inc. | $ | 25,000,000 | ||
| Standard Chartered Bank | $ | 25,000,000 | ||
| CastleOak Securities, L.P. | $ | 8,333,000 | ||
| Drexel Hamilton, LLC | $ | 8,333,000 | ||
| Mischler Financial Group, Inc. | $ | 8,333,000 | ||
| Samuel A. Ramirez & Company, Inc. | $ | 8,333,000 | ||
| Siebert Cisneros Shank & Co., L.L.C. | $ | 8,333,000 | ||
| The Williams Capital Group, L.P. | $ | 8,333,000 | ||
| TOTAL | $ | 1,000,000,000 |
The note being purchased has the following terms:
STATED MATURITY: February 25, 2050
SPECIFIED CURRENCY: U.S. dollars
principal: U.S. dollars
interest: U.S. dollars
exchange rate agent: Not applicable
TRADE DATE: February 20, 2019
ORIGINAL ISSUE DATE: February 25, 2019
2
ORIGINAL ISSUE PRICE: 99.763%
UNDERWRITERS COMMISSION: 0.875%
NET PROCEEDS TO PRUDENTIAL FINANCIAL, INC. (before expenses): 98.888% or $988,880,000
AMORTIZING NOTE: Not applicable
ORIGINAL ISSUE DISCOUNT NOTE: Not applicable
EXTENDIBLE NOTE: Not applicable
FORM OF NOTE:
master global form only: Yes
non-global form available:
CUSIP No. 74432QCE3
REDEMPTION AND REPAYMENT Prior to August 25, 2049, 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 25 basis points as described in the Prospectus Supplement dated March 1, 2018, plus accrued and unpaid interest to but excluding the redemption date. On or after August 25, 2049, redeemable at a redemption price equal to 100% of the principal amount of the notes, plus accrued and unpaid interest to the redemption date.
INTEREST RATE IS FIXED: Yes
INTEREST RATE IS FLOATING: No
Base Rate:
Base Rate Source:
Initial Interest Rate:
Spread, if any:
Spread Multiplier, if any:
Interest Determination Dates:
Interest Reset Dates:
Interest Payment Dates:
Record Dates:
Index Maturity:
Maximum Interest Rate, if any:
Minimum Interest Rate, if any:
INTEREST PAYMENT DATES: Semi-annually on the 25th day of each February and August, starting August 25, 2019.
DAY COUNT FRACTION: The amount of interest payable for any interest period will be computed on the basis of a 360-day year of twelve 30-day months.
REPORTS AND EVENTS OF DEFAULT:
The indenture, to the extent relating to the notes offered hereunder, certain notes previously issued under the indenture and all future series of securities under the indenture, provides that any documents or reports that Prudential Financial, Inc. may be required to file with the Securities and Exchange Commission, or SEC, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, will be filed with the trustee within 15 days after Prudential Financial, Inc. has filed those documents or reports with the SEC. Under the Trust Indenture Act of 1939, as amended, Prudential Financial, Inc. may have a separate obligation to file with the trustee documents or reports it is required to file with the SEC. Prudential Financial, Inc.’s failure to comply with either filing obligation is not an event that will result in an event of default under the indenture. Accordingly, acceleration of Prudential Financial, Inc.’s obligations under the notes offered hereunder will not be a remedy for its failure to file those documents or reports with the trustee, and you may have no remedy for the failure other than an action in damages. For certain other outstanding series of notes of Prudential Financial, Inc., acceleration is a remedy, upon appropriate notice and passage of time, for the holders of those securities for Prudential Financial, Inc.’s failure to file documents or reports with the trustee.
3
DEFEASANCE APPLIES AS FOLLOWS:
full defeasance—i.e., our right to be relieved of all our obligations on the note by placing funds in trust for the investor: Yes
covenant defeasance—i.e., our right to be relieved of specified provisions of the note by placing funds in trust for the investor: Yes
Certain Federal Income Tax Considerations
FATCA Withholding
On December 13, 2018, the Internal Revenue Service proposed regulations, upon which taxpayers can rely, that eliminate FATCA withholding (as defined in the Prospectus Supplement, dated March 1, 2018). For a discussion of FATCA withholding, see “Certain Federal Income Tax Considerations—FATCA Withholding” in the Prospectus Supplement, dated March 1, 2018.
Supplemental Plan of Distribution
Prudential Financial, Inc. estimates that the total offering expenses, excluding underwriting discounts and commissions paid to the underwriters, will be approximately $300,000.
Singapore Securities and Futures Act Product Classifications—Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), we have determined, and hereby notify all persons, that the notes are “prescribed capital markets products” (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
Use of Proceeds
We intend to use the net proceeds from the sale of the notes for general corporate purposes, which may include refinancing portions of our medium-term notes maturing through 2019.
| Morgan Stanley | BNP PARIBAS | BofA Merrill Lynch | Deutsche Bank Securities | HSBC | US Bancorp |
| ICBC Standard Bank | Santander | SMBC Nikko | Standard Chartered | |||||
| CastleOak Securities, L.P. | Drexel Hamilton | Mischler Financial Group, Inc. | Ramirez & Co., Inc. | Siebert Cisneros Shank & Co., L.L.C. | The Williams Capital Group, L.P. | |||||
4