OREANDA-NEWS. June 17, 2016. Prudential Financial, Inc. (the “Company”) (NYSE:PRU) announced today
the pricing terms of its previously announced cash tender offer (the
“Tender Offer”) for up to \\$500 million aggregate principal amount (the
“Maximum Tender Offer Amount”) of its 6.100% Medium-Term Notes, Series
D, due 2017 (the “6.100% 2017 Notes”), 6.000% Medium-Term Notes, Series
D, due 2017 (the “6.000% 2017 Notes”), 2.300% Medium-Term Notes, Series
D, due 2018 (the “2018 Notes”), and 7.375% Medium-Term Notes, Series D,
due 2019 (the “2019 Notes,” and collectively, the “Notes”). The Tender
Offer is being made upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated June 2, 2016, and the related
Letter of Transmittal (as they may be amended or supplemented, the
“Tender Offer Documents”).
In accordance with the terms of the Tender Offer, the withdrawal
deadline was 5 p.m., New York City time, on June 15, 2016. As a result,
tendered Notes may no longer be withdrawn, except in certain limited
circumstances where additional withdrawal rights are required by law (as
determined by the Company).
The Total Consideration (as defined in the Tender Offer Documents) for
each series of Notes is based on the applicable reference yield plus the
applicable fixed spread, in each case as set forth in the table below,
and is payable to holders of the Notes who validly tendered and did not
validly withdraw their Notes at or prior to 5 p.m., New York City time,
on June 15, 2016 (the “Early Tender Deadline”) and whose Notes are
accepted for purchase by the Company. The reference yields listed in the
table were determined at 2 p.m., New York City time, today, June 16,
2016 by the Dealer Managers for the Tender Offer (identified below) upon
the terms and subject to the conditions set forth in the Tender Offer
Documents. The Total Consideration for each series of Notes includes an
early tender premium of \\$30 per \\$1,000 principal amount of Notes
accepted for purchase by the Company (the “Early Tender Payment”).
In addition to the Total Consideration, all holders of Notes accepted
for purchase will also receive accrued and unpaid interest from and
including the last interest payment date applicable to the relevant
series of Notes up to, but not including, the Early Settlement Date (as
described below).
Title of Notes
|
|
|
|
CUSIP
Number
|
|
|
|
Acceptance
Priority
Level
|
|
|
|
Reference
U.S.
Treasury
Security
|
|
|
|
U.S.
Treasury
Reference
Yield
|
|
|
|
Fixed Spread
(bps)
|
|
|
|
Total
Consideration(1)
|
|
|
|
Principal
Amount
Accepted
|
|
|
|
6.100% Medium-Term Notes, Series D, due 2017
|
|
|
|
74432QAY1
|
|
|
|
1
|
|
|
|
0.875%
UST due
5/31/18
|
|
|
|
0.685%
|
|
|
|
+0
|
|
|
|
\\$1,053.57
|
|
|
|
\\$141,175,500
|
|
|
|
6.000% Medium-Term Notes, Series D, due 2017
|
|
|
|
74432QBC8
|
|
|
|
2
|
|
|
|
0.875%
UST due
5/31/18
|
|
|
|
0.685%
|
|
|
|
+20
|
|
|
|
\\$1,073.81
|
|
|
|
\\$358,826,000(2) |
|
|
|
2.300% Medium-Term Notes, Series D, due 2018
|
|
|
|
74432QBW4
|
|
|
|
3
|
|
|
|
0.875%
UST due
5/31/18
|
|
|
|
0.685%
|
|
|
|
+50
|
|
|
|
\\$1,023.71
|
|
|
|
\\$0
|
|
|
|
7.375% Medium-Term Notes, Series D, due 2019
|
|
|
|
74432QBG9
|
|
|
|
4
|
|
|
|
0.875%
UST due
5/15/19
|
|
|
|
0.801%
|
|
|
|
+100
|
|
|
|
\\$1,161.78
|
|
|
|
\\$0
|
|
|
|
(1) Per \\$1,000 principal amount of Notes accepted for purchase. The
Total Consideration includes the Early Tender Payment.
(2) This amount reflects the Company’s election to accept for purchase
an additional amount of 6.000% 2017 Notes not exceeding 2% of the
outstanding 6.000% 2017 Notes.
Upon the terms and subject to the conditions of the Tender Offer,
including the Acceptance Priority Levels and proration, and in
accordance with applicable law, the Company will accept for purchase
Notes validly tendered and not validly withdrawn at or prior to the
Early Tender Deadline such that the aggregate principal amount of such
Notes does not exceed the Maximum Tender Offer Amount, plus, with
respect to the 6.000% 2017 Notes accepted for purchase, an aggregate
principal amount not exceeding two percent of the outstanding principal
amount of the 6.000% 2017 Notes. The settlement date for the Notes
accepted for purchase by the Company in connection with the Early Tender
Deadline (the “Early Settlement Date”) is currently expected to be June
17, 2016.
Because the aggregate principal amount of the 6.100% 2017 Notes and the
6.000% 2017 Notes (respectively, the first and second Acceptance
Priority Levels) validly tendered and not validly withdrawn at or prior
to the Early Tender Deadline exceeded the Maximum Tender Offer Amount,
the Company will accept for purchase (i) all such 6.100% 2017 Notes,
(ii) 6.000% 2017 Notes subject to proration at a proration factor of
approximately 80.7%, and (iii) none of the 2018 Notes or the 2019 Notes.
Notes not accepted for purchase will be promptly credited to the account
of the registered holder of such Notes with The Depository Trust Company
or otherwise returned in accordance with the Tender Offer.
Although the Tender Offer is scheduled to expire at 12:00 midnight, New
York City time, at the end of June 29, 2016, because Notes validly
tendered and not validly withdrawn at or prior to the Early Tender
Deadline exceeded the Maximum Tender Offer Amount, the Company does not
expect to accept for purchase any Notes tendered after the Early Tender
Deadline.
The Company has retained Barclays Capital Inc., Citigroup Global Markets
Inc. and UBS Securities LLC as Dealer Managers. Global Bondholder
Services Corporation is the Tender and Information Agent. For additional
information regarding the terms of the tender offer, please contact:
Barclays Capital Inc. at (800) 438-3242 (toll free) or (212) 528-7581
(collect), Citigroup Global Markets Inc. at (800) 558-3745 (toll free)
or (212) 723-6106 (collect) or UBS Securities LLC at (888) 719-4210
(toll free) or (203) 719-4210 (collect). Requests for the Tender Offer
Documents and questions regarding the tendering of securities may be
directed to Global Bondholder Services Corporation by telephone at (212)
430-3774 (for banks and brokers only), (866) 924-2200 (for all others
toll-free) or +001 (212) 430-3774 (international), by email at contact@gbsc-usa.com or
to the Dealer Managers at their respective telephone numbers. The Tender
Offer Documents are also available at http://www.gbsc-usa.com/Prudential/.
This news release shall not constitute an offer to sell, a solicitation
to buy or an offer to purchase or sell any securities. The Tender Offer
is being made only pursuant to the Tender Offer Documents and only in
such jurisdictions as is permitted under applicable law.
Prudential Financial, Inc. (NYSE: PRU), a financial services leader with
more than \\$1 trillion of assets under management as of March 31, 2016,
has operations in the United States, Asia, Europe, and Latin America.
Prudential’s diverse and talented employees are committed to helping
individual and institutional customers grow and protect their wealth
through a variety of products and services, including life insurance,
annuities, retirement-related services, mutual funds and investment
management. In the U.S., Prudential’s iconic Rock symbol has stood for
strength, stability, expertise and innovation for more than a century.
For more information, please visit www.news.prudential.com.
Forward-Looking Statements
Certain of the statements included in this release constitute
forward-looking statements. Words such as “expects,” “believes,”
“anticipates,” “includes,” “plans,” “assumes,” “estimates,” “projects,”
“intends,” “should,” “will,” “shall” or variations of such words are
generally part of forward-looking statements. Forward-looking statements
are made based on management’s current expectations and beliefs
concerning future developments and their potential effects upon
Prudential Financial, Inc. and its subsidiaries. There can be no
assurance that future developments affecting Prudential Financial, Inc.
and its subsidiaries will be those anticipated by management. These
forward-looking statements are not a guarantee of future performance and
involve risks and uncertainties, and there are certain important factors
that could cause actual results to differ, possibly materially, from
expectations or estimates reflected in such forward-looking statements,
including, among others: (1) general economic, market and political
conditions, including the performance and fluctuations of fixed income,
equity, real estate and other financial markets; (2) the availability
and cost of additional debt or equity capital or external financing for
our operations; (3) interest rate fluctuations or prolonged periods of
low interest rates; (4) the degree to which we choose not to hedge
risks, or the potential ineffectiveness or insufficiency of hedging or
risk management strategies we do implement; (5) any inability to access
our credit facility; (6) reestimates of our reserves for future policy
benefits and claims; (7) differences between actual experience regarding
mortality, morbidity, persistency, utilization, interest rates or market
returns and the assumptions we use in pricing our products, establishing
liabilities and reserves or for other purposes; (8) changes in our
assumptions related to deferred policy acquisition costs, value of
business acquired or goodwill; (9) changes in assumptions for our
pension and other postretirement benefit plans; (10) changes in our
financial strength or credit ratings; (11) statutory reserve
requirements associated with term and universal life insurance policies
under Regulation XXX and Guideline AXXX; (12) investment losses,
defaults and counterparty non-performance; (13) competition in our
product lines and for personnel; (14) difficulties in marketing and
distributing products through current or future distribution channels;
(15) changes in tax law; (16) economic, political, currency and other
risks relating to our international operations; (17) fluctuations in
foreign currency exchange rates and foreign securities markets;
(18) regulatory or legislative changes, including the Dodd-Frank Wall
Street Reform and Consumer Protection Act and the U.S. Department of
Labor’s fiduciary rules; (19) inability to protect our intellectual
property rights or claims of infringement of the intellectual property
rights of others; (20) adverse determinations in litigation or
regulatory matters, and our exposure to contingent liabilities,
including related to the remediation of certain securities lending
activities administered by the Company; (21) domestic or international
military actions, natural or man-made disasters including terrorist
activities or pandemic disease, or other events resulting in
catastrophic loss of life; (22) ineffectiveness of risk management
policies and procedures in identifying, monitoring and managing risks;
(23) possible difficulties in executing, integrating and realizing
projected results of acquisitions, divestitures and restructurings; (24)
interruption in telecommunication, information technology or other
operational systems or failure to maintain the security, confidentiality
or privacy of sensitive data on such systems; (25) changes in statutory
or U.S. GAAP accounting principles, practices or policies; and
(26) Prudential Financial, Inc.’s primary reliance, as a holding
company, on dividends or distributions from its subsidiaries to meet
debt payment obligations and the ability of the subsidiaries to pay such
dividends or distributions in light of our ratings objectives and/or
applicable regulatory restrictions. Prudential Financial, Inc. does not
intend, and is under no obligation, to update any particular
forward-looking statement included in this document.
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