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PRU > SEC Filings for PRU > Form 8-K on 22-Mar-2013All Recent SEC Filings

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Form 8-K for PRUDENTIAL FINANCIAL INC


22-Mar-2013

Other Events, Financial Statements and Exhibits


Item 8.01 Other Events.

On March 22, 2013, Prudential Financial, Inc. (the "Company") closed the sale of $500,000,000 in aggregate principal amount of its 5.20% Fixed-to-Floating Rate Junior Subordinated Notes due 2044 (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 March 19, 2013, among the Company and Citigroup Global Markets Inc., Goldman, Sachs & Co., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, and RBS Securities Inc. 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;

Ninth Supplemental Indenture, dated March 22, 2013, between the Company and The Bank of New York Mellon, as Trustee;

Form of Junior Subordinated Note;

Opinion of John M. Cafiero, dated March 22, 2013; and

Tax opinion of Sullivan & Cromwell LLP, dated March 22, 2013.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.       Description

1.1               Underwriting Agreement, dated March 19, 2013, among the Company
                  and Citigroup Global Markets Inc., Goldman, Sachs & Co., HSBC
                  Securities (USA) Inc., J.P. Morgan Securities LLC, and RBS
                  Securities Inc., 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               Ninth Supplemental Indenture, dated March 22, 2013, 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 March 22, 2013.

8.1               Tax opinion of Sullivan & Cromwell LLP, dated March 22, 2013.

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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