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As Of Filer Filing For·On·As Docs:Size Issuer Agent 6/17/08 Prudential Financial Inc 8-K:8,9 6/17/08 6:911K RR Donnelley/FA |
Document/Exhibit Description Pages Size
1: 8-K Current Report HTML 29K
2: EX-1.1 Underwriting Agreement, Dated June 12, 2008 HTML 169K
3: EX-4.1 Subordinated Debt Securities Indenture, Dated June HTML 410K
17, 2008
4: EX-4.2 First Supplemental Indenture, Dated June 17, 2008 HTML 203K
5: EX-8.1 Tax Opinion of Debevoise & Plimpton LLP, Dated HTML 15K
June 17, 2008
6: EX-99.1 Replacement Capital Covenant, Dated June 17, 2008 HTML 101K
| Page | (sequential) | | | (alphabetic) | Top | |
|---|---|---|---|---|---|
| 1 | 1st Page - Filing Submission | ||||
| " | Table of Contents | ||||
| " | Item 8.01 Other Events | ||||
| " | Item 9.01 Financial Statements and Exhibits | ||||
| " | Signatures | ||||
| " | Exhibit Index | ||||
| Form 8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 17, 2008
PRUDENTIAL FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
| New Jersey | 001-16707 | 22-3703799 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
751 Broad Street
(Address of principal executive offices and zip code)
(973) 802-6000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01 Other Events. | 3 | |
| Item 9.01 Financial Statements and Exhibits. | 3 | |
| SIGNATURES | 4 | |
| EXHIBIT INDEX | 5 | |
| EX–1.1: UNDERWRITING AGREEMENT | ||
| EX–4.1: SUBORDINATED DEBT SECURITIES INDENTURE | ||
| EX–4.2: FIRST SUPPLEMENTAL INDENTURE | ||
| EX–8.1: TAX OPINION OF DEBEVOISE & PLIMPTON LLP | ||
| EX–99.1: REPLACEMENT CAPITAL COVENANT | ||
2
On June 17, 2008, Prudential Financial, Inc. (“Prudential”) closed the sale of $600,000,000 of Prudential’s 8.875% Fixed-to-Floating Rate Junior Subordinated Notes due 2068 (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 June 12, 2008, among Prudential and J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated, as representatives of the several underwriters named therein; |
| • | Subordinated Debt Securities Indenture, dated June 17, 2008, between Prudential and The Bank of New York, as Trustee; |
| • | First Supplemental Indenture, dated June 17, 2008, between Prudential and The Bank of New York, as Trustee; |
| • | Form of Junior Subordinated Note; |
| • | Tax Opinion of Debevoise & Plimpton LLP, dated June 17, 2008; and |
| • | Replacement Capital Covenant, dated June 17, 2008. |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated June 12, 2008, among Prudential and J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated, as representatives of the several underwriters named therein. | |
| 4.1 | Subordinated Debt Securities Indenture, dated June 17, 2008, between Prudential and The Bank of New York, as Trustee. | |
| 4.2 | First Supplemental Indenture, dated June 17, 2008, between Prudential and The Bank of New York, as Trustee. | |
| 4.3 | Form of Junior Subordinated Note (included in Exhibit 4.2). | |
| 8.1 | Tax Opinion of Debevoise & Plimpton LLP, dated June 17, 2008. | |
| 99.1 | Replacement Capital Covenant, dated June 17, 2008. | |
3
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 17, 2008
| PRUDENTIAL FINANCIAL, INC. | ||
| By: |
||
| Name: |
Stephen W. Gauster | |
| Title: |
Vice President and Assistant Secretary | |
4
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated June 12, 2008, among Prudential and J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated, as representatives of the several underwriters named therein. | |
| 4.1 | Subordinated Debt Securities Indenture, dated June 17, 2008, between Prudential and The Bank of New York, as Trustee. | |
| 4.2 | First Supplemental Indenture, dated June 17, 2008, between Prudential and The Bank of New York, as Trustee. | |
| 4.3 | Form of Junior Subordinated Note (included in Exhibit 4.2). | |
| 8.1 | Tax Opinion of Debevoise & Plimpton LLP, dated June 17, 2008. | |
| 99.1 | Replacement Capital Covenant, dated June 17, 2008. | |
5
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / For Period End: | 6/17/08 | |||
| 6/12/08 | 424B2, 424B3, 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/11/24 Prudential Financial Inc. 8-K:8,9 3/11/24 15:608K Donnelley … Solutions/FA 3/01/24 Prudential Financial Inc. S-3ASR 3/01/24 11:1.1M Donnelley … Solutions/FA 2/27/23 Prudential Financial Inc. 8-K:8,9 2/27/23 15:614K Donnelley … Solutions/FA 8/17/22 Prudential Financial Inc. 8-K:8,9 8/17/22 18:949K Donnelley … Solutions/FA 2/28/22 Prudential Financial Inc. 8-K:8,9 2/28/22 15:582K Donnelley … Solutions/FA 3/01/21 Prudential Financial Inc. S-3ASR 3/01/21 10:1.2M Donnelley … Solutions/FA 8/21/20 Prudential Financial Inc. 8-K:8,9 8/21/20 18:989K Donnelley … Solutions/FA |