Prospectus Filed Pursuant to Rule 424(b)(2) (424b2)
March 23 2018 - 3:24PM
Edgar (US Regulatory)
Filed pursuant to Rule 424(b)(2)
Registration No.
333-223355
PRICING SUPPLEMENT NO. 1, DATED MARCH 22, 2018
CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to be Offered
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Maximum
Aggregate
Offering Price (1)
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Amount of
Registration Fee (2)
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3.878% Medium-Term Notes, Series E, Due March 27,
2028
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$600,000,000
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$74,700
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(1)
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Excludes accrued interest, if any.
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(2)
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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).
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Pricing Supplement No. 1, dated March 22, 2018,
to the Prospectus, dated March 1, 2018, and
the Prospectus
Supplement, dated March 1, 2018.
$600,000,000
PRUDENTIAL FINANCIAL, INC.
3.878% MEDIUM-TERM NOTES, SERIES E
DUE MARCH 27, 2028
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UNDERWRITER AND PRINCIPAL AMOUNT:
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BNP Paribas Securities Corp.
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$
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102,000,000
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Deutsche Bank Securities Inc.
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$
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102,000,000
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HSBC Securities (USA) Inc.
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$
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102,000,000
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J.P. Morgan Securities LLC
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$
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102,000,000
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Wells Fargo Securities, LLC
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$
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102,000,000
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MUFG Securities Americas Inc.
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$
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15,000,000
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Scotia Capital (USA) Inc.
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$
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15,000,000
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SMBC Nikko Securities America, Inc.
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$
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15,000,000
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U.S. Bancorp Investments, Inc.
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$
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15,000,000
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CastleOak Securities, L.P.
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$
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5,000,000
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Drexel Hamilton, LLC
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$
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5,000,000
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Mischler Financial Group, Inc.
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$
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5,000,000
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Samuel A. Ramirez & Company, Inc.
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$
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5,000,000
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Siebert Cisneros Shank & Co., L.L.C.
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$
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5,000,000
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The Williams Capital Group, L.P.
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$
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5,000,000
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TOTAL
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$
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600,000,000
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The note being purchased has the following terms:
STATED MATURITY: March 27, 2028
SPECIFIED CURRENCY: U.S.
dollars
principal: U.S. dollars
interest: U.S. dollars
exchange rate agent: Not applicable
TRADE DATE:
March 22, 2018
ORIGINAL ISSUE DATE: March 27, 2018
ORIGINAL ISSUE PRICE: 100.000%
UNDERWRITERS COMMISSION: 0.45%
NET PROCEEDS TO PRUDENTIAL FINANCIAL, INC. (before expenses): 99.550% or $597,300,000
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. 74432QCC7
REDEMPTION AND REPAYMENT Prior to
December 27, 2027, 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 20 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 December 27, 2027, 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:
2
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 27th day of each March and September, starting from September 27, 2018
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.
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
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.
3
Concurrent Offering
Concurrent with this
offering of notes, we are also offering $400 million aggregate principal amount of 4.418% Medium-Term Notes, Series E, due March 27, 2048.
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 2018.
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BNP PARIBAS
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Deutsche Bank
Securities
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HSBC
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J.P. Morgan
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Wells Fargo
Securities
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MUFG
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Scotiabank
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SMBC Nikko
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US Bancorp
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CastleOak
Securities, L.P.
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Drexel Hamilton
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Mischler
Financial Group,
Inc.
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Ramirez & Co., Inc.
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Siebert
Cisneros
Shank &
Co.,
L.L.C.
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The Williams Capital
Group, L.P.
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4
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