Item 1.01 Entry into a Material Definitive Agreement.
On August 14, 2012, Reinsurance Group of America, Incorporated (the "Company")
entered into an Underwriting Agreement (the "Underwriting Agreement") with
Barclays Capital Inc., UBS Securities LLC and Wells Fargo Securities, LLC, as
Representatives of the several underwriters named therein (the "Underwriters"),
pursuant to which the Company agreed to issue and sell to the Underwriters $400
million aggregate principal amount of its 6.20% Fixed-To-Floating Rate
Subordinated Debentures due 2042 (the "Debentures"). The public offering price
of the Debentures was 100% of the principal amount. The Company expects net
proceeds (before expenses) of approximately $394.6 million and to use the
proceeds for general corporate purposes.
This offering is being made pursuant to the Company's automatic shelf
registration statement on Form S-3 (Registration No. 333-176104) and a related
prospectus supplement, each filed with the Securities and Exchange Commission.
The Underwriting Agreement includes customary representations, warranties and
covenants by the Company. Under the terms of the Underwriting Agreement, the
Company has agreed to indemnify the Underwriters against certain liabilities.
The foregoing description of the Underwriting Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of such
document, a copy of which is attached to this Current Report on 8-K as
Exhibit 1.1.
The Underwriters and/or their affiliates have provided and in the future may
provide investment banking, commercial banking, advisory, reinsurance and/or
other financial services to the Company and its affiliates for which they have
received and in the future may receive customary fees and expenses and may have
entered into and in the future may enter into other transactions with the
Company.
Item 8.01 Other Events.
On August 14, 2012, the Company issued a press release announcing the pricing
and offering of the Debentures. A copy of that press release is attached hereto
as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
See Exhibit Index.
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