SUBJECT TO
COMPLETION, DATED SEPTEMBER 15, 2022
PRELIMINARY PROSPECTUS SUPPLEMENT
(To Prospectus dated May 20, 2020)
$
% Fixed-Rate Reset Subordinated Debentures due 2052
We are offering $ of our
% fixed-rate reset subordinated debentures due 2052, or the debentures. The debentures will bear interest (i) from and including the date of original issue to, but excluding, October 15, 2027, at the
fixed rate of % per annum and (ii) from, and including, October 15, 2027, during each Reset Period (as defined below), at a rate per annum equal to the Five-Year Treasury Rate (as defined below) as of the most
recent Reset Interest Determination Date (as defined below) plus % to be reset on each Reset Date (as defined below). We will pay interest on the
debentures quarterly on January 15, April 15, July 15 and October 15 of each year, beginning on January 15, 2023. We may defer interest payments during one or more deferral periods for up to five consecutive years each as
described in this prospectus supplement. See Description of the debenturesOption to defer interest payments. The debentures will mature on October 15, 2052.
We may redeem the debentures, in whole or in part on the First Reset Date (as defined below) or any time thereafter, at a redemption price equal
to the principal amount of the 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 debentures are not redeemed in whole, at
least $25 million aggregate principal amount of the debentures must remain outstanding after giving effect to such redemption.
We may
redeem the debentures, in whole but not in part, at any time prior to October 15, 2027, within 90 days of the occurrence of either a Tax Event or a Regulatory Capital Event (each as defined in Description of the debenturesOptional
redemption of the debentures), in either case 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.
We may also redeem the debentures, in whole but not in part, at any time prior to October 15, 2027, within 90 days of the occurrence of a
Rating Agency Event (as defined in Description of the debenturesOptional redemption of the debentures), 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.
The debentures will be unsecured and will rank in right of payment and upon
our liquidation junior to all of our current and future senior indebtedness, will rank equal in right of payment with both our existing 6.20% Fixed-to-Floating Rate
Subordinated Debentures due 2042 and our existing 5.75% Fixed-to-Floating Rate Subordinated Debentures due 2056, and will rank senior to our existing Variable Rate
Junior Subordinated Debentures due 2065, all on the terms set forth in the indenture pursuant to which the debentures will be issued. The debentures will not be obligations of or guaranteed by any of our subsidiaries. As a result, the debentures
will also be effectively subordinated to all debt and other liabilities of our subsidiaries.
Beneficial interests in the debentures will be
issued in book-entry form in denominations of $25 and multiples of $25 in excess thereof.
We will apply for the listing of the debentures
on the New York Stock Exchange (the NYSE) under the symbol RZC. If approved for listing, trading of the debentures on the NYSE is expected to commence within 30 days after they are first issued.
Investing in the debentures involves risks. See Risk factors beginning on page S-11 of this prospectus supplement.
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Per debenture |
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Total |
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Public Offering Price(1) |
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$ |
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$ |
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Underwriting Discount(2) |
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$ |
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$ |
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Proceeds to RGA (before expenses)(1)(3) |
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$ |
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$ |
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(1) |
Plus accrued interest, if any, from
, 2022, if settlement occurs after that date. |
(2) |
Reflects
debentures sold to institutional investors, for which the underwriters received an underwriting discount of $ per debenture, and
debentures sold to retail investors, for which the underwriters received an underwriting discount of
$ per debenture. |
(3) |
Assumes no exercise of the underwriters over-allotment option described below. |
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these debentures or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
We have granted the underwriters an option, exercisable for 30 days from the date of this prospectus supplement, to purchase up to an additional
$ aggregate principal amount of debentures solely to cover over-allotments at the initial public offering price set forth on the cover page of this
prospectus supplement less the applicable underwriting discount. If the underwriters exercise this option in full, upon the exercise of the option, the total public offering price will be
$ , the total underwriting discount will be $ and the
total proceeds, before expenses, to Reinsurance Group of America, Incorporated, will be $ (assuming no option sales are made to institutions).
The underwriters expect to deliver the debentures in book entry form only through The Depository Trust Company, Clearstream Banking,
société anonyme, and Euroclear Bank, S.A./N.V., as operator of the Euroclear System, against payment in New York, New York on or about ,
2022.
Joint Book-Running Managers
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Wells Fargo Securities |
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BofA Securities |
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HSBC |
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J.P. Morgan |
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MUFG |
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RBC Capital Markets |
September , 2022