CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities Offered |
Maximum Aggregate Offering Price (1) |
Amount of Registration Fee (2) | ||||
| 6.00% Medium-Term Notes, Series D Due December 1, 2017 |
$ | 750,000,000 | $ | 23,025 | ||
| (1) | Excludes accrued interest, if any. |
| (2) | A filing fee of $23,025, calculated in accordance with Rule 457(r), has been transmitted to the U.S. Securities and Exchange Commission in connection with the securities offered by means of this pricing supplement. |
Filed pursuant to Rule 424(b)(3)
Registration No.
333-132469
333-132469-01
333-132469-02
Pricing Supplement No. 19, dated November 28, 2007,
to the Prospectus, dated March 16, 2006, and
the Prospectus Supplement, dated March 16, 2006.
$750,000,000
PRUDENTIAL FINANCIAL, INC.
6.00% MEDIUM-TERM NOTES, SERIES D
DUE DECEMBER 1, 2017
The note being purchased has the following terms:
UNDERWRITERS AND PRINCIPAL AMOUNT:
| Citigroup Global Markets Inc. | $ | 212,550,000 | |
| J.P. Morgan Securities Inc |
$ | 212,475,000 | |
| Morgan Stanley & Co. Incorporated |
$ | 212,475,000 | |
| BMO Capital Markets Corp. |
$ | 56,250,000 | |
| Loop Capital Markets, LLC |
$ | 56,250,000 | |
| TOTAL |
$ | 750,000,000 | |
STATED MATURITY: December 1, 2017
SPECIFIED CURRENCY: U.S. dollars
principal: U.S. dollars
interest: U.S. dollars
exchange rate agent: Not applicable
TRADE DATE: November 28, 2007
ORIGINAL ISSUE DATE: December 3, 2007
ORIGINAL ISSUE PRICE: 99.356%
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UNDERWRITERS’ COMMISSION: 0.45%
NET PROCEEDS TO PRUDENTIAL FINANCIAL: 98.906% or $741,795,000
AMORTIZING NOTE: Not applicable
ORIGINAL ISSUE DISCOUNT NOTE: Not applicable
EXTENDIBLE NOTE: Not applicable
FORM OF NOTE:
master global form only: Yes
non-global form available:
CUSIP No. 74432QBC8
REDEMPTION AND REPAYMENT: Not applicable
INTEREST RATE IS FIXED: Yes
Annual Rate: 6.00%
REPORTS AND EVENTS OF DEFAULT:
The indenture, to the extent relating to the notes offered hereunder, certain notes previously issued under the indenture and all future series of securities under the indenture, provides that any documents or reports that Prudential Financial, Inc., or Prudential Financial, may be required to file with the SEC pursuant to Section 13 or Section 15(d) of the Securities and Exchange Act of 1934, as amended, will be filed with the trustee within 15 days after Prudential Financial has filed those documents or reports with the SEC. Under the Trust Indenture Act of 1939, as amended, Prudential Financial may have a separate obligation to file with the trustee documents or reports it is required to file with the SEC. Prudential Financial’s failure to comply with either filing obligation is not an event that will result in an event of default under the indenture. Accordingly, acceleration of Prudential Financial’s obligations under the notes offered hereunder will not be a remedy for its failure to file those documents or reports with the trustee, and you may have no remedy for the failure other than an action in damages. For certain other outstanding series of notes of Prudential Financial, acceleration is a remedy, upon appropriate notice and passage of time, for the holders of those securities for Prudential Financial’s failure to file documents or reports with the trustee.
DEFEASANCE APPLIES AS FOLLOWS:
full defeasance—i.e., our right to be relieved of all our obligations on the note by placing funds in trust for the investor: Yes
covenant defeasance—i.e., our right to be relieved of specified provisions of the note by placing funds in trust for the investor: Yes
Use of Proceeds
Prudential Financial, Inc. intends to use the net proceeds from the sale of the notes for general corporate purposes, including to refinance certain of its capital debt obligations and to fund loans to certain of its operating affiliates.
Prudential Financial estimates that the total offering expenses, excluding underwriting discounts and commissions paid to the underwriters, will be approximately $569,000.
| Citi | JPMorgan | Morgan Stanley | ||||
| BMO Capital Markets | ||||||
| Loop Capital Markets, LLC | ||||||
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