Filed Pursuant to Rule 424(b)(2)
Registration No. 333-253713
The information contained in this preliminary prospectus supplement is not complete and is subject to change. A registration statement relating to these securities has become effective under the Securities Act of 1933, as amended. This preliminary prospectus supplement and the accompanying prospectus do not constitute an offer for sale of these securities and do not solicit an offer to buy these securities in any jurisdiction where the offer or sale is not authorized. .
Subject to completion. As of August 9, 2022
Preliminary Prospectus Supplement
(In the Prospectus dated March 1, 2021)
Prudential Financial, Inc.
% Junior Subordinated Notes due in 2062
The % Junior Subordinated Notes maturing in 2062, or theRemarksare our subordinated unsecured debt securities and will bear interest at an annual rate of %. Interest will be payable quarterly in arrears on March 1, June 1, September 1 and December 1 in each year commencing December 1, 2022. So long as no event of default with respect to the Notes has occurred and continues, we have the right, on one or more occasions, to defer payment of interest on the Notes as described under “Description of the Senior Subordinated Notes — Interest Payment Deferral Option in this Prospectus Supplement for one or more consecutive Interest Periods not exceeding five years. Deferred interest will bear additional interest at an annual rate of %.
The Notes will be issued in denominations of $25 and integral multiples thereof. The principal amount of the Notes will become due on September 1, 2062. Payment of the principal amount of the Notes will only be accelerated in the event of our bankruptcy or certain other insolvency of us. There is no right of acceleration in the event of default in payment of interest on the Notes or in performance of any of our other obligations in respect of the Notes.
We may redeem the Notes, in whole but not in part, at any time prior to September 1, 2027, within 90 days of the occurrence of a “Tax Event”, “Rating Agency Event” or ‘a “regulatory capital event” at a redemption price equal to (i) in the case of a “tax event” or a “regulatory capital event”, their principal amount plus accrued and unpaid interest or ( (ii) in the case of a “rating agency event”, 102% of their principal amount plus accrued and unpaid interest. We may also redeem the Notes, in whole or in part, from time to time beginning on September 1, 2027 at their principal amount plus accrued and unpaid interest. In the event the Notes are treated as “Tier 2 Capital” (or a substantially similar concept) under the capital rules of any “capital regulator” of Prudential Financial, Inc. which are or will be applicable to Prudential Financial, Inc., any redemption of Notes will be subject to our receipt of any required prior approval from such capital regulator and satisfaction of all conditions set forth in such capital rules and any other regulations of such other capital regulations that are or will be applicable to our redemption of the notes. “Capital regulatormeans the governmental agency or instrument, if any, that exercises group-wide oversight over the regulatory capital of Prudential Financial, Inc.
The Notes will be unsecured, subordinate and junior in right of payment to all of our existing and future senior indebtedness (as defined in this Prospectus Supplement). Notes will be graded past bet together with our 2052 Notes (as defined in this Prospectus Supplement), our 5.875% Fixed to floating Junior Subordinated Notes rate due 2042, our 5.625% Fixed to floating Rate Junior Subordinated Notes due 2043 (the2043 tickets”), our 5.20% Fixed to floating Junior Subordinated Notes rate due 2044, our 5.375% Fixed to floating Junior Subordinated Notes rate due 2045, our 4.500% Fixed to floating Junior Subordinated Notes rate due 2047, our 5.700% Fixed to floating Junior Subordinated Notes rate due 2048, our 3.700% Fixed to Fixed Rate Reset Junior Subordinated Notes Due 2050, Our 5.125% Fixed to Fixed Rate Reset Junior Subordinated Notes due 2052, our 5.625% Junior Subordinated Notes due 2058 and our 4.125% Junior Subordinated Notes due 2060. All of our other existing debt for borrowed money is greater than to bonds.
We intend to apply to list the Notes on the New York Stock Exchange under the symbol “PF”. If the application is approved, we expect trading of the Notes on the New York Stock Exchange to begin within 30 days of the first issuance of the Notes.
In addition to this offering, Notes, on August 8, 2022, we have priced an offering in the aggregate principal amount of $1.2 billion of our 6.000% Fixed to Fixed Rate Reset Junior Subordinated Notes due 2052 (the2052 grades”). The offering of the 2052 Notes is expected to close on August 17, 2022 and neither offer is conditional on the other.
The Notes are not deposits or savings accounts or other obligations of any bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.
Investing in the Notes involves risks. See “Risk Factors” starting on page S-6 of this prospectus supplement and the “risk factors” contained in our annual report on form 10-K for the year ended December 31, 2021 and in our quarterly form report 10-Q for the three months ended June 30, 2022, incorporated by reference herein.
Neither the Securities and Exchange Commission nor any state securities commission or other regulatory agency has approved or disapproved of such securities or passed upon the accuracy or adequacy of this Prospectus Supplement or the Prospectus who accompanies him. Any representation to the contrary is a criminal offence.
Proceeds, before expenses, to Prudential Financial, Inc.
Plus accrued interest, if any, from August 2022 if settlement occurs after that date.
Reflects Notes sold to retail investors, for which the underwriters received a subscription discount of $ per Note, and Notes sold to institutional investors, for which the underwriters received a subscription discount of $ per Note.
Assumes the Underwriters’ Over-Allotment Option described below is not exercised.
We have granted subscribers a Once the option to purchase up to an additional $ principal amount of Notes at the initial public offering price less any applicable underwriting discount within 30 days of the date of this Prospectus Supplement solely to cover over-allotments, if any.
The Underwriters expect to deliver the Notes through the facilities of The Depository Trust Company on behalf of its participants, including Clearstream Banking SA (“Clearstream”) and Euroclear Bank SA/NV (“Euroclear”), cash on payment in New York, New York, on or about August 2022.
Wells Fargo Securities
Global Coordinator and Associate Bookrunner
|BofA Securities||Goldman Sachs & Co. LLC||JP Morgan||Morgan Stanley||UBS Investment Bank|
Prospectus Supplement dated August 2022