Prudential Financial, Inc. Announces Private Exchange Offers of Certain Outstanding Notes for New Notes
Pool 1 Offers |
||||||||||||
CUSIP Numbers |
Title of |
Principal Amount Outstanding |
Acceptance Priority Level(1) |
Reference Security |
Bloomberg |
Fixed |
||||||
74432QBD6 | 6.625% Medium-Term Notes, Series D, due 2037(3) | |
1 | 2.75% due |
FIT1 | 100 | ||||||
74432QAK1 | 5.900% Medium-Term Notes, Series D, due 2036 | |
2 | 2.75% due |
FIT1 | 90 | ||||||
74432QAC9 | 5.750% Medium-Term Notes, Series B, due 2033 | |
3 | 2.75% due |
FIT1 | 80 | ||||||
74432QAH8 | 5.400% Medium-Term Notes, Series C, due 2035 | |
4 | 2.75% due |
FIT1 | 90 |
___________________________ | ||
(1) | The Pool 1 Existing Notes will be accepted in accordance with the acceptance priority levels set forth in this table. All Pool 1 Existing Notes tendered for exchange in the Pool 1 Offers at or prior to the Early Participation Date will have priority over any Pool 1 Existing Notes that are tendered for exchange after the Early Participation Date. | |
(2) | Eligible Holders who validly tender Pool 1 Existing Notes after the Early Participation Date but at or prior to the Expiration Date will be eligible to receive an amount of New 2047 Notes equal to the Total Consideration (as defined below) less the “Early Participant Payment” of |
|
(3) | We may, at our option, elect to decrease the principal amount of New 2047 Notes exchangeable for each |
|
Pool 2 Offers |
||||||||||||
CUSIP |
Title of |
Principal Amount Outstanding |
Acceptance Priority Level(1) |
Reference |
Bloomberg |
Fixed |
||||||
74432QBQ7 | 6.200% Medium-Term Notes, Series D, due 2040 | |
1 | 2.75% due |
FIT1 | 105 | ||||||
74432QBU8 | 5.800% Medium-Term Notes, Series D, due 2041 | |
2 | 2.75% due |
FIT1 | 105 | ||||||
74432QBS3 | 5.625% Medium-Term Notes, Series D, due 2041 | |
3 | 2.75% due |
FIT1 | 105 | ||||||
74432QBY0 | 5.100% Medium-Term Notes, Series D, due 2043 | |
4 | 2.75% due |
FIT1 | 110 |
___________________________ | ||
(1) | The Pool 2 Existing Notes will be accepted in accordance with the acceptance priority levels set forth in this table. All Pool 2 Existing Notes tendered for exchange in the Pool 2 Offers at or prior to the Early Participation Date will have priority over any Pool 2 Existing Notes that are tendered for exchange after the Early Participation Date. | |
(2) |
Eligible Holders who validly tender Pool 2 Existing Notes after the Early Participation Date but at or prior to the Expiration Date will be eligible to receive an amount of New 2049 Notes equal to the Total Consideration less the “Early Participant Payment” of |
|
Set forth below is a table summarizing certain material terms of the New Notes in the Exchange Offers:
Title of Series |
Maturity Date |
Aggregate Principal Amount |
Reference |
Fixed Spread |
||||
New 2047 Notes | |
An amount of Old Notes such that the aggregate principal amount of New 2047 Notes issued does not exceed |
2.750% United States Treasury due |
120 | ||||
New 2049 Notes | |
An amount of Old Notes such that the aggregate principal amount of New 2049 Notes issued does not exceed |
2.750% United States Treasury due |
123 | ||||
The aggregate principal amount of New 2047 Notes to be issued pursuant to the Exchange Offers will be subject to a maximum amount of
The following is a summary of certain key elements of the planned Exchange Offers:
- The Exchange Offers will expire at 12:00 midnight,
New York City time, at the end ofDecember 19, 2017 , unless extended by the Company (the “Expiration Date”). - The applicable Total Consideration, as calculated in accordance with the formula set forth in Annex A to the Offering Memorandum, for each
$1,000 principal amount of Existing Notes tendered and accepted for exchange by the Company will equal (x) the discounted value of the remaining payments of principal and interest through the maturity date of the applicable series of Existing Notes (excluding accrued and unpaid interest to, but not including, the applicable Settlement Date, using a yield equal to the sum of (i) the bid-side yield on the applicable Reference UST Security (as set forth in the tables above with respect to such series of Existing Notes) as calculated in accordance with standard market practice, as of11:00 a.m. New York City time onDecember 6, 2017 (such date and time, the “Pricing Time”), as displayed on the Bloomberg Government Pricing Monitor pages listed in the tables set forth above with respect to such series of Existing Notes and (ii) the Fixed Spread as set forth in the tables above with respect to such series of Existing Notes, plus (y) the Early Participant Payment.- The Company will pay interest on the New 2047 Notes at a rate per annum equal to (a) the yield, calculated in accordance with standard market practice, that corresponds to the bid-side price of the 2.750% United States Treasury due
August 15, 2047 as of the Pricing Time as displayed on the Bloomberg Government Pricing Monitor page FIT1 (or any recognized quotation source selected by the Company in its sole discretion if such quotation report is not available or is manifestly erroneous), plus (b) a fixed spread of 120 basis points. - The Company will pay interest on the New 2049 Notes at a rate per annum equal to (a) the yield, calculated in accordance with standard market practice, that corresponds to the bid-side price of the 2.750% United States Treasury due
August 15, 2047 as of the Pricing Time as displayed on the Bloomberg Government Pricing Monitor page FIT1 (or any recognized quotation source selected by the Company in its sole discretion if such quotation report is not available or is manifestly erroneous), plus (b) a fixed spread of 123 basis points.
- The Company will pay interest on the New 2047 Notes at a rate per annum equal to (a) the yield, calculated in accordance with standard market practice, that corresponds to the bid-side price of the 2.750% United States Treasury due
- The Total Consideration will include an “Early Participant Payment” in an amount of
$50 (payable in applicable New Notes) for each$1,000 principal amount of each series of Existing Notes tendered and accepted. - The Total Consideration or the Exchange Consideration, as applicable, for each
$1,000 principal amount of the Existing Notes, will be payable in New Notes (and, if applicable, cash for the 6.625% Notes only) as further described in the Offering Documents. - Assuming the Company elects to have an early settlement, settlement for Existing Notes tendered at or prior to the Early Participation Date and accepted by the Company is expected to be
December 7, 2017 , unless extended by the Company (the “Early Settlement Date”). Settlement for Existing Notes tendered and accepted after the Early Participation Date is expected to beDecember 20, 2017 , unless extended by the Company (the “Final Settlement Date”). - Eligible holders who validly tender and who do not validly withdraw their Existing Notes at or prior to
5:00 p.m. ,New York City time,December 5, 2017 , unless extended by the Company (the “Early Participation Date”), and whose tenders are accepted for exchange by the Company, will receive the Total Consideration for each$1,000 principal amount of Existing Notes. - Eligible holders who validly tender Existing Notes after the Early Participation Date but prior to the Expiration Date, and whose Existing Notes are accepted for exchange by the Company, will receive the “Exchange Consideration,” which is the Total Exchange Consideration minus the Early Participant Payment.
- All Eligible Holders whose Existing Notes are accepted in an Exchange Offer will receive a cash payment equal to accrued and unpaid interest on such Existing Notes to, but not including, the applicable Settlement Date in addition to their Total Consideration or Exchange Consideration, as applicable.
- Tenders of Existing Notes in the Exchange Offers may be validly withdrawn at any time at or prior to
5:00 p.m. ,New York City time, onDecember 5, 2017 , unless extended by the Company (the “Withdrawal Deadline”), but will thereafter be irrevocable, except in certain limited circumstances where additional withdrawal rights are required by law. - Consummation of the Exchange Offers is subject to a number of conditions, including, among other things, the issuance of at least
$300,000,000 aggregate principal amount of New 2047 Notes and at least$300,000,000 aggregate principal amount of New 2049 Notes. - The Company will not receive any cash proceeds from the Exchange Offers.
If and when issued, the New Notes will not have been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The New Notes may not be offered or sold in
The Exchange Offers are only made, and copies of the documents relating to the Exchange Offers will only be made available, to a holder of Existing Notes who has certified in an eligibility certification certain matters to the Company, including its status as a “qualified institutional buyer” as defined in Rule 144A under the Securities Act or who is a person other than a “U.S. person” as defined in Rule 902 under the Securities Act. Holders of Existing Notes who desire access to the electronic eligibility form should contact
This news release does not constitute an offer or an invitation by the Company to participate in the Exchange Offers in any jurisdiction in which it is unlawful to make such an offer or solicitation in such jurisdiction.
Forward-Looking Statements
Certain of the statements included in this release constitute forward-looking statements within the meaning of the
You should carefully consider the risks described in the “Risk Factors” section in the Offering Memorandum and in our Annual Report on Form 10-K for the year ended
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