REINSURANCE GROUP OF AMERICA INC FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Financial Statements and Exhibits
Item 1.01 Entry into a Material Definitive Agreement.
On
"Company") completed the offering of
its 7.125% Fixed-Rate Reset Subordinated Debentures due 2052 (the "2052
Debentures"). The 2052 Debentures were issued pursuant to an Indenture, dated as
of
Bank of New York Mellon Trust Company, N.A.
supplemented by a Seventh Supplemental Indenture, dated as of
2022
and, together with the Base Indenture as so supplemented, the "Indenture").
Capitalized terms used and not otherwise defined herein have the meanings
assigned to such terms in the Indenture.
The 2052 Debentures are unsecured and subordinated obligations of the Company
and rank junior in right of payment upon the Company's liquidation to all of the
Company's existing and future senior indebtedness (as defined in the Indenture).
In addition, the 2052 Debentures will be effectively subordinated to all the
Company's subsidiaries' existing and future indebtedness and other liabilities,
including obligations to the Company's clients. Specifically, the 2052
Debentures will rank:
• junior in right of payment to the Company's 4.70% Senior Notes due 2023,
3.95% Senior Notes due 2026, 3.90% Senior Notes due 2029 and 3.15% Senior
Notes due 2030;
• equal in right of payment to the Company's 6.20% Fixed-to-Floating Rate
Subordinated Debentures due 2042 and 5.75% Fixed-to-Floating Rate
Subordinated Debentures due 2056; and
• senior in right of payment to the Company's Variable Rate Junior
Subordinated Debentures due 2065 (initially known as the Company's 6.75%
Junior Subordinated Debentures due 2065).
The 2052 Debentures will bear interest from and including the date of original
issue to, but excluding,
rate of 7.125% per annum. The interest rate for the 2052 Debentures will then
reset on the First Reset Date and on each five-year anniversary thereof until
maturity. The interest rate for the 2052 Debentures during each such five-year
period shall be the Five-Year Treasury Rate (as of the date that is two business
days prior to the upcoming reset date) plus 3.456%. The Company will pay
interest quarterly in arrears on
each year, beginning on
The Company may redeem the 2052 Debentures in increments of$25 principal amount: • in whole or in part on the First Reset Date or any time thereafter, at a redemption price equal to the principal amount of the 2052 Debentures being redeemed plus any accrued and unpaid interest thereon (including compounded interest, if any) to, but excluding, the date of redemption; provided that if the 2052 Debentures are not redeemed in whole, at least$25 million aggregate principal amount of the 2052 Debentures must remain outstanding after giving effect to such redemption;
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• in whole, but not in part, at any time prior toOctober 15, 2027 , within 90 days of the occurrence of a "Tax Event," at a redemption price equal to the principal amount plus any accrued and unpaid interest thereon (including compounded interest, if any) to, but excluding, the date of redemption; • in whole, but not in part, at any time prior toOctober 15, 2027 , within 90 days of the occurrence of a "Regulatory Capital Event," at a redemption price equal to the principal amount plus any accrued and unpaid interest thereon (including compounded interest, if any) to, but excluding, the date of redemption; or • in whole, but not in part, at any time prior toOctober 15, 2027 , within 90 days of the occurrence of a "Rating Agency Event," at a redemption price equal to 102% of the principal amount plus any accrued and unpaid interest thereon (including compounded interest, if any) to, but excluding, the date of redemption.
If an event of default under the Indenture arising from a default in the payment
of interest, principal or premium has occurred and is continuing, the Trustee or
the holders of at least 25% in outstanding principal amount of the 2052
Debentures will have the right to declare the principal of and accrued but
unpaid interest on the 2052 Debentures to be due and payable immediately. If an
event of default under the Indenture arising from an event of the Company's
bankruptcy, insolvency or receivership has occurred, the principal of and
accrued but unpaid interest on the 2052 Debentures will automatically, and
without any declaration or other action on the part of the Trustee or any holder
of 2052 Debentures, become immediately due and payable.
The public offering price of the 2052 Debentures was 100% of the principal
amount. The Company received net proceeds (before expenses) of approximately
Additional Information
The Company intends to use the net proceeds from the offering of the 2052
Debentures to:
• pay the purchase price for, and accrued and unpaid interest on, the
Company's 6.20% Fixed-to-Floating Rate Subordinated Debentures due 2042
(the "2042 Debentures") validly tendered (and not validly withdrawn) and
accepted for purchase pursuant to its previously announced Tender Offer
(as defined below);
• redeem any remaining 2042 Debentures in accordance with the indenture
governing the 2042 Debentures following such time that the Company
delivers a notice of redemption thereunder; and
• pay related fees and expenses in connection with the Tender Offer and
redemption.
The Company intends to use any remaining net proceeds for general corporate
purposes.
The 2052 Debentures were offered and sold pursuant to the Company's automatic
shelf registration statement on Form S-3 (Registration Statement No. 333-238511)
under the Securities Act of 1933, as amended, which became effective upon filing
with the
Company has filed with the
2022
the offering and sale of the 2052 Debentures.
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The above description of the Base Indenture, the Supplemental Indenture and the
2052 Debentures does not purport to be complete and is qualified in its entirety
by reference to the full text of such documents. The Base Indenture is filed as
Exhibit 4.1 hereto, the Supplemental Indenture is filed as Exhibit 4.2 hereto
and the form of the 2052 Debentures is filed as Exhibit 4.3 hereto (incorporated
. . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information regarding the 2052 Debentures and the Indenture set forth in
Item 1.01 is incorporated herein by reference.
Item 8.01 Other Events.
Underwriting Agreement for 7.125% Fixed-Rate Reset Subordinated Debentures due
2052
In connection with the offering of the 2052 Debentures, the Company entered into
an Underwriting Agreement, dated
Agreement"), with
Securities (USA) Inc.
and
named therein (the "Underwriters"), pursuant to which the Company issued and
sold to the Underwriters the 2052 Debentures.
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 hereto as Exhibit 1.1, and is incorporated
herein by reference.
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.
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In connection with the offering of the 2052 Debentures, the Company is filing
this Current Report on Form 8-K to add the following exhibits to the Company's
Registration Statement on Form S-3 (Registration Statement No. 333-238511). The
opinion of the Company's counsel as to the binding nature of the 2052 Debentures
is attached hereto as Exhibit 5.1, and the opinion of the Company's counsel as
to certain matters of
attached hereto as Exhibit 5.2. In addition, the tax opinion of the Company's
counsel is attached hereto as Exhibit 8.1.
Results of Tender Offer for 6.20% Fixed-to-Floating Rate Subordinated Debentures
due 2042
On
expiration of the previously announced cash tender offer by the Company for any
and all of its outstanding 2042 Debentures (the "Tender Offer") at
Expiration Time, according to information provided by
tender agent and information agent for the Tender Offer,
37.76%, of the
had been validly tendered and delivered (and not validly withdrawn) in the
Tender Offer (the "Tendered Debentures"). In addition,
principal amount of 2042 Debentures remains subject to guaranteed delivery
procedures.
Payment for the Tendered Debentures purchased pursuant to the Tender Offer was
made on
Debentures tendered by a Notice of Guaranteed Delivery (as defined below) and
purchased pursuant to the Tender Offer is intended to be made on or around
As previously announced, the applicable "Tender Offer Consideration" is
for each
interest to, but not including, the Payment Date, payable on the Payment Date or
the Guaranteed Delivery Payment Date, as applicable. For avoidance of doubt,
interest on the 2042 Debentures ceased to accrue on the Payment Date for all
2042 Debentures accepted in the Tender Offer, including those tendered pursuant
to the guaranteed delivery procedures. The Tender Offer will be funded from the
net proceeds from the issuance and sale by the Company of the 2052 Debentures,
as described above.
The Tender Offer was made on the terms and subject to the conditions set forth
in the Offer to Purchase, dated as of
Guaranteed Delivery attached to the Offer to Purchase and the Letter of
Transmittal, dated as of
holders of the 2042 Debentures and posted online at www.dfking.com/rga.
A copy of the Company's press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference. The
information contained in Item 8.01 of this Current Report on Form 8-K and the
press release attached hereto as Exhibit 99.1 is for informational purposes only
and does not constitute an offer to purchase the 2042 Debentures.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following documents are filed as exhibits to this report:
1.1 Underwriting Agreement, datedSeptember 15, 2022 , among the Company andWells Fargo Securities, LLC ,BofA Securities, Inc. ,HSBC Securities (USA) Inc. ,J.P. Morgan Securities LLC ,MUFG Securities Americas Inc. andRBC Capital Markets, LLC , as Representatives of the several underwriters named therein. 4.1 Indenture, dated as ofAugust 21, 2012 , between the Company andThe Bank of New York Mellon Trust Company , N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with theSEC onAugust 21, 2012 ). 4.2 Seventh Supplemental Indenture, datedSeptember 23, 2022 , between the Company andThe Bank of New York Mellon Trust Company, N.A. , as Trustee, regarding the 2052 Debentures (incorporated by reference to Exhibit 4.2 of the Company's Form 8-A Registration Statement filed onSeptember 23, 2022 ). 4.3 Form of 7.125% Fixed-Rate Reset Subordinated Debenture due 2052 (incorporated by reference from Exhibit A to the Seventh Supplemental Indenture filed as Exhibit 4.2 of the Company's Form 8-A Registration Statement filed onSeptember 23, 2022 ). 5.1 Legal Opinion ofBass, Berry & Sims PLC regarding the 2052 Debentures. 5.2 Legal Opinion ofWilliam L. Hutton , Executive Vice President, General Counsel and Secretary,Reinsurance Group of America, Incorporated , regarding the 2052 Debentures. 8.1 Tax Opinion ofBass, Berry & Sims PLC regarding the 2052 Debentures. 23.1 Consent ofBass, Berry & Sims PLC (included in Exhibit 5.1). 23.2 Consent ofWilliam L. Hutton , Executive Vice President, General Counsel and Secretary,Reinsurance Group of America, Incorporated (included in Exhibit 5.2). 23.3 Consent ofBass, Berry & Sims PLC (included in Exhibit 8.1) 99.1 Press Release, datedSeptember 23, 2022 EX-104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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