Item 8.01 Other Events.

On August 21, 2020, Prudential Financial, Inc. (the "Company") closed the sale of $800,000,000 in aggregate principal amount of its 3.700% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2050 (the "2050 Notes") and $500,000,000 in aggregate principal amount of its 4.125% Junior Subordinated Notes due 2060 (the "2060 Notes", and, together with the 2050 Notes, the "Notes").

The documents listed below in Item 9.01 relate to the sale of the Notes and are filed as exhibits to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits



Exhibit
  No.                                    Description

 1.1          Underwriting Agreement, dated August 18, 2020, among the Company and
            Wells Fargo Securities, LLC, Barclays Capital Inc., Citigroup Global
            Markets Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as
            representatives of the several underwriters named therein, with
            respect to the 2050 Notes.

 1.2          Underwriting Agreement, dated August 18, 2020, among the Company and
            Wells Fargo Securities, LLC, BofA Securities, Inc., Morgan Stanley &
            Co. LLC and UBS Securities LLC, as representatives of the several
            underwriters named therein, with respect to the 2060 Notes.

 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          Fourteenth Supplemental Indenture, dated August 21, 2020, between
            the Company and The Bank of New York Mellon, as Trustee, with respect
            to the 2050 Notes.

 4.3          Fifteenth Supplemental Indenture, dated August 21, 2020, between the
            Company and The Bank of New York Mellon, as Trustee, with respect to
            the 2060 Notes.

 4.4          Form of 2050 Note (included in Exhibit 4.2).

 4.5          Form of 2060 Note (included in Exhibit 4.3).

 5.1          Opinion of John M. Cafiero, dated August 21, 2020.

 8.1          Tax opinion of Sullivan & Cromwell LLP, dated August 21, 2020, with
            respect to the 2050 Notes.

 8.2          Tax opinion of Sullivan & Cromwell LLP, dated August 21, 2020, with
            respect to the 2060 Notes.

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

23.2          Consent of Sullivan & Cromwell LLP with respect to the 2050 Notes
            (included in Exhibit 8.1).

23.3          Consent of Sullivan & Cromwell LLP with respect to the 2060 Notes
            (included in Exhibit 8.2).

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