Prudential Financial announces early results of Tender Offer

OREANDA-NEWS. Prudential Financial, Inc. (the “Company”) (NYSE:PRU) announced today that, pursuant to 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, 6.000% Medium-Term Notes, Series D, due 2017, 2.300% Medium-Term Notes, Series D, due 2018, and 7.375% Medium-Term Notes, Series D, due 2019 (collectively, the “Notes”), approximately $991 million in aggregate principal amount of the Notes was validly tendered and not validly withdrawn at or prior to 5 p.m., New York City time, on June 15, 2016, the early tender deadline for the Tender Offer (the “Early Tender Deadline”). The Tender Offer is being made upon the terms and is 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 As a result, tendered Notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by the Company).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 table below sets forth the aggregate principal amount of each series of Notes that was validly tendered and not validly withdrawn at or prior to the Early Tender Deadline.

The principal amount of each series of Notes listed in the table above that is ultimately accepted for purchase will be determined in accordance with the Maximum Tender Offer Amount and the Acceptance Priority Levels set forth in the table above, as described in the Tender Offer Documents. In addition, because the aggregate principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline exceeded the Maximum Tender Offer Amount, the Notes will be purchased subject to proration as described in the Tender Offer Documents. As a result, a holder who validly tendered Notes pursuant to the Tender Offer may have all or a portion of its Notes returned to it. 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.

Holders of Notes accepted for purchase by the Company will receive the Total Consideration (as defined in the Tender Offer Documents), which includes an early tender premium of $30 per $1,000 principal amount of Notes tendered by such holders at or prior to the Early Tender Deadline.

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.

Although the Tender Offer is scheduled to expire at 12:00 midnight, New York City time, at the end of June 29, 2016, because the aggregate principal amount of 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.