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PRU > SEC Filings for PRU > Form 8-K on 19-Nov-2012All Recent SEC Filings

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Form 8-K for PRUDENTIAL FINANCIAL INC


19-Nov-2012

Other Events, Financial Statements and Exhibits


Item 8.01 Other Events.

On November 19, 2012, Prudential Financial, Inc. (the "Company") closed the sale of $1,500,000,000 in aggregate principal amount of its 5.625% Fixed-to-Floating Rate Junior Subordinated Notes due 2043 (the "Junior Subordinated Notes").

The following documents relating to the sale of the Junior Subordinated Notes are filed as exhibits to this Current Report on Form 8-K:

Underwriting Agreement, dated November 14, 2012, among the Company and Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein;

Subordinated Debt Securities Indenture, dated June 17, 2008, between the Company and The Bank of New York Mellon (formerly known as The Bank of New York), as Trustee;

Sixth Supplemental Indenture, dated November 19, 2012, between the Company and The Bank of New York Mellon, as Trustee;

Form of Junior Subordinated Note;

Opinion of John M. Cafiero, dated November 19, 2012; and

Tax opinion of Sullivan & Cromwell LLP, dated November 19, 2012.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.       Description

1.1               Underwriting Agreement, dated November 14, 2012, among the
                  Company and Barclays Capital Inc., Credit Suisse Securities (USA)
                  LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC,
                  Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as
                  representatives of the several underwriters named therein.

4.1               Subordinated Debt Securities Indenture, dated June 17, 2008,
                  between the Company and The Bank of New York Mellon (formerly
                  known as The Bank of New York), as Trustee (incorporated by
                  reference to Exhibit 4.1 to the Company's Current Report on Form
                  8-K, filed with the Securities and Exchange Commission on
                  June 17, 2008).

4.2               Sixth Supplemental Indenture, dated November 19, 2012, between
                  the Company and The Bank of New York Mellon, as Trustee.

4.3               Form of Junior Subordinated Note (included in Exhibit 4.2).

5.1               Opinion of John M. Cafiero, dated November 19, 2012.

8.1               Tax opinion of Sullivan & Cromwell LLP, dated November 19, 2012.

23.1              Consent of John M. Cafiero (included in Exhibit 5.1).

23.2              Consent of Sullivan & Cromwell LLP (included in Exhibit 8.1).


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