Item 8.01 Other Events
On September 15, 2021, Prudential Annuities, Inc. (the "Seller"), a subsidiary
of Prudential Financial, Inc. ("Prudential" or the "Company"), entered into an
agreement with Fortitude Group Holdings, LLC (the "Buyer") pursuant to which the
Seller has agreed to sell to the Buyer a portion of the Company's in-force
variable annuities business (the "Business") through the sale of all of the
equity interests in Prudential Annuities Life Assurance Corporation ("PALAC").
The sale has a total transaction value of approximately $2.2 billion, comprising
the sales price for PALAC, a pre-closing net capital release to the Company and
an expected tax benefit. Subject to the receipt of regulatory approvals and the
satisfaction of customary closing conditions, the Company expects the
transaction to close during the first half of 2022 and plans to use the proceeds
for general corporate purposes.
Item 7.01 Regulation FD Disclosure
The Company estimates that it will incur pre-tax transaction costs of
approximately $30 million prior to the closing. Upon closing of the transaction,
the Company expects its pre-tax adjusted operating income to be reduced by
approximately $290 million per year and to record a gain on the sale of the
Business.
The Company is furnishing herewith as Exhibit 99.1 a news release announcing the
transaction.
Forward-Looking Statements and Non-GAAP Measures
Certain of the statements included in this Current Report on Form 8-K, such as
those regarding the expected closing of the transaction and the receipt and use
of the proceeds thereof, the expected tax benefit, the expected reduction in
pre-tax adjusted operating income as a result of the transaction, the expected
costs related to the transaction and the timing thereof, and the Company's
expectation that it will record a gain on the sale of the Business, constitute
forward-looking statements within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995. 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. Certain important
factors that could cause actual results to differ, possibly materially, from
expectations or estimates reflected in such forward-looking statements can be
found in the "Risk Factors" and "Forward-Looking Statements" sections included
in the Company's Annual Report on Form 10-K. The Company does not undertake to
update any particular forward-looking statement included in this document.
This Current Report on Form 8-K includes a reference to adjusted operating
income. Adjusted operating income is the measure used by the Company to evaluate
segment performance and to allocate resources. Due to the inherent difficulty in
reliably quantifying future realized investment gains/losses and changes in
asset and liability values given their unknown timing and potential
significance, we cannot, without unreasonable effort, provide an estimate of
expected lost income from continuing operations, which is the GAAP measure most
comparable to adjusted operating income. More information about adjusted
operating income can be found in the "Management's Discussion and Analysis of
Financial Condition and Results of Operations" section included in the Company's
Annual Report on Form 10-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Description
99.1 News release dated September 15, 2021 (furnished and not filed)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
PRUDENTIAL FINANCIAL, INC. 
