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Published on 12/6/2017 in the Prospect News Investment Grade Daily and Prospect News Liability Management Daily.

Prudential to issue $895.78 million 3.905% notes, $1.04 billion 3.935% notes in exchange

By Susanna Moon

Chicago, Dec. 6 – Prudential Financial, Inc. announced the early tender results as well as pricing in the oversubscribed exchange for some of its pool 1 notes and its pool 2 notes as of 5 p.m. ET on Dec. 5.

As announced Nov. 21, the company was offering to exchange some of its pool 1 notes for up to $650 million principal amount of new notes due 2047 and its pool 2 notes for up to $650 million principal amount of new notes due 2049.

Prudential will accept for exchange all of the notes tendered by the early deadline and upsized the amount of new notes to be issued in the offers.

In exchange, Prudential will issue $895,778,000 of new 3.905% notes due Dec. 7, 2047 and $1,039,497,000 of new 3.935% notes due Dec. 7, 2049, according to a company update later on Wednesday.

Pricing for the 3.905% notes was set using the bid-side yield of 2.705% on the 2.75% U.S. Treasury notes due Aug. 15, 2047 and a fixed spread of 120 basis points and a spread of 123 bps for the 3.935% notes.

The exchange had been set to continue until midnight ET on Dec. 20; because the exchange has been oversubscribed as of the early deadline, however, no more notes will be accepted in the offers.

Early settlement for notes tendered for exchange by the early deadline was expected to occur on Dec. 7, according to a company update on Wednesday.

As of the early deadline, holders had tendered for exchange the following amount of notes covered by the pool 1 offers with pricing for each $1,000 principal amount to be set using a reference security plus a fixed spread and the issues listed in order of priority acceptance levels:

• $371,716,000 of the $750 million 6.625% series D medium-term notes due 2037 with pricing set at $1,409.68 using the 2.75% U.S. Treasury note due Aug. 15, 2047 plus 100 bps for a yield of 3.705%;

• $67,288,000 of the $250 million 5.9% series D medium-term notes due 2036 with pricing set at $1,305.22 based on the 2.75% U.S. Treasury note due Aug. 15, 2047 plus 90 bps for a yield of 3.605%;

• $131,678,000 of the $500 million 5.75% series B medium-term notes due 2033 with pricing set at $1,268.05 based on the 2.75% U.S. Treasury note due Aug. 15, 2047 plus 80 bps for a yield of 3.505%; and

• $95,255,000 of the $300 million 5.4% series C medium-term notes due 2035 with pricing set at $1,231.62 based on the U.S. Treasury note due Aug. 15, 2047 plus 90 bps for a yield of 3.605%.

The early tenders for the pool 2 offer notes are as follows with pricing to be set using a reference security plus a fixed spread and the issues listed in order of priority acceptance levels:

• $275,998,000 of the $500 million 6.2% series D medium-term notes due 2040 with pricing set at $1,373.73 based on the 2.75% U.S. Treasury note due Aug. 15, 2047 plus 105 bps for a yield of 3.755%;

• $177,011,000 of the $325 million 5.8% series D medium-term notes due 2041 with pricing set at $1,321.08 based on the 2.75% U.S. Treasury note due Aug. 15, 2047 plus 105 bps for a yield of 3.755%;

• $152.82 million of the $300 million 5.625% series D medium-term notes due 2041 with pricing set at $1,289.68 based on the 2.75% U.S. Treasury note due Aug. 15, 2047 plus 105 bps for a yield of 3.755%; and

• $189.74 million of the $350 million 5.1% series D medium-term notes due 2043 with pricing set at $1,211.05 based on the 2.75% U.S. Treasury note due Aug. 15, 2047 plus 110 bps for a yield of 3.805%.

Pricing was set using the bid-side yield of the reference security at 11 a.m. ET on Dec. 6.

The total exchange value will include an early payment of $50 of new notes for each $1,000 principal amount of notes tendered for exchange by the early deadline.

Holders also will receive accrued interest to but excluding the settlement date.

Tenders may no longer be withdrawn as of the early deadline.

The exchange was contingent on the issue of at least $300 million principal amount of new 2047 notes and at least $300 million principal amount of new 2049 notes.

The company said it will not receive any cash proceeds from the exchange.

The exchange was being offered only to holders who are qualified institutional buyers under Rule 144A or non-U.S. persons under Rule 902.

Global Bondholder Services Corp. (866 470-3900, 212 430-3774 or gbsc-usa.com/eligibility/prudential) is the information agent.

Prudential is a Newark, N.J., financial services company.

New notes

Issuer:Prudential Financial, Inc.
Issue:Notes
Amount:$1,935,275,000
Pricing date:Dec. 6
Settlement date:Dec. 7
2047 notes
Amount:$895,778,000
Maturity:Dec. 7, 2047
Coupon:3.905%
2049 notes
Amount:$1,039,497,000
Maturity:Dec. 7, 2049
Coupon:3.935%

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