REINSURANCE GROUP OF AMERICA INC FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

Item 1.01 Entry into a Material Definitive Agreement.

On March 13, 2023 (the "Closing Date"), Reinsurance Group of America,
Incorporated (the "Company") entered into a new revolving credit agreement (the
"Credit Agreement") with Bank of America, N.A., as Administrative Agent (the
"Administrative Agent"), Swing Line Lender and L/C Issuer; JPMorgan Chase Bank,
N.A., U.S. Bank National Association and Wells Fargo Bank, National Association
as Joint Syndication Agents and Joint Bookrunners; a group of lenders named
therein (collectively, the "Lenders") and other parties thereto.

Under the Credit Agreement, the Company may borrow and may obtain letters of
credit for general corporate purposes for its own account or the account of its
subsidiaries, in each case, in United States Dollars, British Sterling, Canadian
Dollars, Euro, Hong Kong Dollars and Japanese Yen with an overall credit
facility amount of up to $850 million.

The Credit Agreement replaces the Company's former credit agreement, dated as of
August 21, 2018, among the Company, U.S. Bank National Association, as
administrative agent, and a syndicate of financial institutions (the "Former
Credit Agreement"), which was scheduled to mature on August 21, 2023 and
provided the Company and its subsidiaries with the ability to borrow and obtain
letters of credit in an aggregate amount of up to $850 million. As of the
Closing Date, the Company had no borrowings outstanding under the Former Credit
Agreement and a single letter of credit of approximately $975,000 issued under
the Former Credit Agreement. Upon the closing of the Credit Agreement, such
letter of credit will be deemed issued as a letter of credit under the Credit
Agreement. As of the date of this filing, no early termination penalties have
been incurred by the Company in connection with the termination of the Former
Credit Agreement. A description of the material terms and conditions of the
Former Credit Agreement is contained in the Current Report on Form 8-K filed
with Securities and Exchange Commission on August 22, 2018.

The Company may borrow, repay and reborrow amounts under the Credit Agreement
from time to time until the expiration of the Credit Agreement on the date that
is five years after the Closing Date, on which date all of the outstanding
principal and accrued and unpaid interest will become due. The Credit Agreement
may be increased, at the Company's election, to provide for up to an additional
$350 million of borrowings and letters of credit under the terms set forth in
the Credit Agreement. Voluntary prepayments and commitment reductions under the
Credit Agreement are permitted at any time without fee upon proper notice and
subject to a minimum dollar requirements.

At the Company's option, any loan under the Credit Agreement may be a base rate
loan or a benchmark rate loan. Interest on base rate loans, which will be U.S.
dollar-denominated loans only, will be equal to the base rate (determined as the
highest of (i) 1.00%, (ii) the prime rate announced by the Administrative Agent,
(iii) the Federal Funds Rate (as defined in the Credit Agreement) plus 0.50% and
(iv) daily one month Term SOFR plus 1.00%) plus an applicable margin based on
the pricing grid provided in the Credit Agreement. Each benchmark rate loan will
bear interest by reference to (a) in the case of U.S. Dollars, Term SOFR plus a
credit spread adjustment of 0.10%, (b) in the case of British Sterling, SONIA
plus a credit spread adjustment of 0.0326%, (c) in the case of Canadian Dollars,
CDOR, (d) in the case of Euros, EURIBOR, (e) in the case of Hong Kong Dollars,
HIBOR, (f) in the case of Japanese Yen, TIBOR and (g) in the case of any other
agreed currency, the reference rate agreed upon by the Administrative Agent and
the Lenders, plus an applicable margin based on the pricing grid provided in the
Credit Agreement; provided, that if any such rate would be less than zero (after
the application of any applicable credit spread adjustment), such rate shall be
deemed to be 0.0%. Each of "Federal Funds Rate", "Term SOFR", "SONIA", "CDOR",
"EURIBOR", "HIBOR" and "TIBOR" has the meaning set forth in the Credit
Agreement.

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The Company may select interest periods of one or three months for term rate
loans (which, as of the Closing Date will be all benchmark rate loans other than
SONIA loans), subject to availability. Interest on term rate loans shall be
payable at the end of the selected interest period, but no less frequently than
quarterly. Interest on base rate loans and SONIA loans shall be payable
quarterly.

The Company will also pay (i) a facility fee at a rate that varies with the
Company's long-term debt ratings and that is calculated on the aggregate amount
of the commitments under the Credit Agreement, (ii) letter of credit fees
calculated on the aggregate amount of undrawn letters of credit, and
(iii) certain other fees incurred by the Lenders. During an event of default,
interest on overdue amounts will accrue at a rate equal to 2% above the interest
rates otherwise applicable to such amounts.

The Credit Agreement is unsecured but contains representations and warranties,
and affirmative, negative and financial covenants customary for financings of
this type, including restrictions related to, among other things, indebtedness,
liens, asset dispositions, merger or consolidation, consolidated net worth and
the ratio of consolidated indebtedness to total capitalization. The Credit
Agreement includes customary events of default for facilities of this type (with
customary grace periods, as applicable), including, among other things the
non-payment of principal, interest and fees, breaches of covenants, inaccuracies
of representations and warranties, bankruptcy and insolvency events and material
judgments. An event of default would permit the Lenders to require immediate
payment of all amounts due under the Credit Agreement, including principal and
accrued interest, terminate their commitments and enforce any and all rights,
subject to cure provisions, where applicable. Additionally, the Credit Agreement
contains cross-acceleration provisions, which would make outstanding borrowings
under the Credit Agreement immediately payable in the event of non-payment of
other material indebtedness when due, and any other event which results in the
acceleration of the maturity of material indebtedness.

The Credit Agreement also provides that upon the occurrence of a change of
control (as defined in the Credit Agreement) (i) one or more Lenders may
withdraw from the Credit Agreement, and (ii) if agreed upon by a majority of the
Lenders, the Credit Agreement will terminate and the Company must prepay all
outstanding amounts owing thereunder and cash collateralize any outstanding
letters of credit.

Some of the Lenders under the Credit Agreement and/or their affiliates have or
may have had various relationships with the Company and its subsidiaries
involving the provision of a variety of financial services, including investment
banking, underwriting, commercial banking and letters of credit, for which the
Lenders and/or affiliates receive customary fees and, in some cases,
out-of-pocket expenses.

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. . .

Item 1.02 Termination of a Material Definitive Agreement.

Information concerning termination of the Former Credit Agreement set forth
above under Item 1.01 is hereby incorporated by reference into this Item 1.02.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant.

Information concerning the amounts for which the Company has become obligated
under the Credit Agreement set forth above under Item 1.01 is hereby
incorporated by reference into this Item 2.03

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1        Credit Agreement, dated as of March 13, 2023, by and among Reinsurance
          Group of America, Incorporated, Bank of America, N.A., as Administrative
          Agent, Swing Line Lender and L/C Issuer, the lenders and other parties
          thereto.

EX-104    Cover Page Interactive Data File (embedded within the Inline XBRL
          document).

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