Reinsurance Group of America, Incorporated (NYSE: RGA) (the
“Company”) announced today that it has commenced a cash tender
offer for any and all of its outstanding 6.20% Fixed-to-Floating
Rate Subordinated Debentures due 2042 (the “Debentures”), on the
terms and subject to the conditions set forth in the Offer to
Purchase, dated as of September 15, 2022 (the “Offer to Purchase”),
the related Notice of Guaranteed Delivery attached to the Offer to
Purchase (the “Notice of Guaranteed Delivery”), and the Letter of
Transmittal dated as of September 15, 2022 (the “Letter of
Transmittal”). The tender offer is referred to as the “Offer.” The
Offer to Purchase, the Notice of Guaranteed Delivery, and the
Letter of Transmittal are referred to collectively as the “Offer
Documents.” Certain information regarding the Debentures and the
pricing for the Offer is set forth in the table below.
Description of
Debentures
CUSIP No.
Outstanding Principal
Amount of Debentures
Tender Offer
Consideration
6.20% Fixed-to-Floating Rate
Subordinated Debentures due 2042
759351703
$400,000,000
$25.20*
*Per $25 principal amount of
Debentures
The Offer will expire at 5:00 p.m., New York City time, on
September 22, 2022 (such time and date, as it may be extended, the
“Expiration Time”), unless extended or earlier terminated by the
Company. Holders must validly tender (and not validly withdraw)
their Debentures at or before the Expiration Time, or comply with
the procedures set forth in the Notice of Guaranteed Delivery, in
order to be eligible to receive the applicable Tender Offer
Consideration (as defined below). In addition, holders whose
Debentures are purchased in the Offer will receive accrued and
unpaid interest from the last interest payment date to, but not
including, the Payment Date (as defined in the Offer to Purchase)
for the applicable Debentures. The Company expects the Payment Date
to occur on September 23, 2022. Holders may also deliver a properly
completed and duly executed Notice of Guaranteed Delivery for their
Debentures no later than the Expiration Time, and deliver the
related Debentures or book-entry confirmations, as the case may be,
with a properly completed and duly executed Letter of Transmittal
or an Agent’s Message (as defined in the Offer to Purchase), and
all other documents required by the Letter of Transmittal no later
than 5:00 p.m., New York City time, on September 26, 2022 (the
“Notice of Guaranteed Delivery Date”). Debentures tendered by
Notice of Guaranteed Delivery and accepted for purchase will be
purchased on the first business day after the Notice of Guaranteed
Delivery Date, but payment of accrued interest on such Debentures
will only be made to, but not including, the Payment Date. Tendered
Debentures may be withdrawn at any time (i) at or before the
earlier of (A) the Expiration Time and (B) in the event the Offer
is extended, the tenth business day after the commencement of the
Offer, or (ii) after the 60th business day after the consummation
of the Offer if for any reason the Offer has not been consummated
within 60 business days after the commencement of the Offer, in
each case, by following the procedures described in the Offer to
Purchase.
The Company’s obligation to accept for purchase and to pay for
Debentures validly tendered and not validly withdrawn pursuant to
the Offer is subject to the satisfaction or waiver, in the
Company’s discretion, of certain conditions, which are more fully
described in the Offer to Purchase, including, among others, the
Company’s successful completion of an offering of its new
subordinated debentures. The Offer is not conditioned on any
minimum amount of Debentures being tendered, and the Company’s
offering of its new subordinated debentures is not conditioned on
the completion of the Offer. The complete terms and conditions of
the Offer are set forth in the Offer Documents. Holders of the
Debentures are urged to read the Offer Documents carefully. The
statements herein regarding the new subordinated debentures do not
constitute an offer to sell or a solicitation of an offer to buy
any of such debentures.
The applicable “Tender Offer Consideration” for each $25
principal amount of Debentures validly tendered and not validly
withdrawn and accepted for purchase pursuant to the Offer will be
$25.20. To the extent that all of the outstanding Debentures are
not tendered and purchased in the Offer, the Company intends to,
but is not obligated to, use a portion of any remaining net
proceeds from the offering of its new subordinated debentures to
redeem all or a portion of the remaining Debentures. The statements
of intent herein do not constitute a notice of redemption or an
obligation to issue a notice of redemption for the Debentures,
which notice would be issued pursuant to the requirements set forth
in the indenture governing the Debentures.
The Company has retained D.F. King & Co., Inc. (“D.F. King”)
as the tender agent and information agent for the Offer. The
Company has retained Wells Fargo Securities, LLC (“Wells Fargo
Securities”), BofA Securities, Inc. (“BofA Securities”), HSBC
Securities (USA) Inc. (“HSBC”), J.P. Morgan Securities LLC (“J.P.
Morgan”), MUFG Securities Americas Inc. (“MUFG”) and RBC Capital
Markets, LLC (“RBC Capital Markets”), as dealer managers for the
Offer. Holders who would like additional copies of the Offer
Documents may call or email the information agent, D.F. King at
(888) 542-7446 or rga@dfking.com. Copies of the Offer to Purchase,
the Letter of Transmittal, and the Notice of Guaranteed Delivery
are also available at the following website: www.dfking.com/rga.
Questions regarding the terms of the Offer should be directed to
Wells Fargo Securities at 550 South Tryon Street, 5th Floor,
Charlotte, North Carolina 28202, telephone: toll-free at (866)
309-6316 or collect at (704) 410-4756, Attn: Liability Group
Management, BofA Securities at 620 South Tryon Street, 20th Floor,
Charlotte, North Carolina 28255, telephone: toll-free at (888)
292-0070 or collect at (980) 387-3907, Attn: Liability Management,
HSBC at 452 Fifth Avenue, New York, New York 10018, telephone:
collect at (212) 525-5552 or toll-free at (888) HSBC-4LM, J.P.
Morgan at 383 Madison Avenue, 6th floor, New York, New York 10179,
telephone: toll-free at (866) 834-4666 or collect at (212)
834-3554, Attn: Liability Management Group, MUFG at 1221 Avenue of
the Americas, 6th Floor, New York, New York 10020, telephone: (212)
405-7481 or toll-free: (877) 744-4532, Attn: Liability Management,
or RBC Capital Markets at 200 Vesey Street, 8th Floor, New York,
New York 10281, telephone: collect at (212) 618 7843 or toll-free:
(877) 381 2099, Attn: Liability Management Group.
This press release shall not constitute an offer to buy or a
solicitation of an offer to sell any Debentures. The Offer is being
made solely pursuant to the Offer Documents. The Offer is not being
made to holders of Debentures in any jurisdiction in which the
making or acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction. In any
jurisdiction in which the securities laws or blue sky laws require
the Offer to be made by a licensed broker or dealer, the Offer will
be deemed to be made on behalf of the Company by Wells Fargo
Securities, BofA Securities, HSBC, J.P. Morgan, MUFG, RBC Capital
Markets or one or more registered brokers or dealers that are
licensed under the laws of such jurisdiction. None of the Company,
D.F. King, Wells Fargo Securities, BofA Securities, HSBC, J.P.
Morgan, MUFG, RBC Capital Markets or any of their respective
affiliates is making any recommendation as to whether holders
should tender any of their Debentures in response to the Offer.
Holders should make their own decision as to whether to tender
their Debentures, and, if so, the principal amount of Debentures to
tender.
About RGA
Reinsurance Group of America, Incorporated (NYSE: RGA) is a
global industry leader specializing in life and health reinsurance
and financial solutions that help clients effectively manage risk
and optimize capital. Founded in 1973, RGA is one of the world’s
largest and most respected reinsurers and is guided by a
fundamental purpose: to make financial protection accessible to
all. RGA is widely recognized for superior risk management and
underwriting expertise, innovative product design, and dedicated
client focus. RGA serves clients and partners in key markets around
the world and has approximately $3.4 trillion of life reinsurance
in force and assets of $84.6 billion as of June 30, 2022.
Cautionary Note Regarding Forward-Looking Statements
This document contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995
including, among others, statements relating to projections of the
future operations, strategies, earnings, revenues, income or loss,
ratios, financial performance and growth potential of the Company.
Forward-looking statements often contain words and phrases such as
“believe,” “expect,” “anticipate,” “may,” “could,” “intend,”
“intent,” “belief,” “estimate,” “project,” “plan,” “predict,”
“foresee,” “likely,” “will” and other similar expressions.
Forward-looking statements are based on management’s current
expectations and beliefs concerning future developments and their
potential effects on the Company. Forward-looking statements are
not a guarantee of future performance and are subject to risks and
uncertainties, some of which cannot be predicted or quantified.
Future events and actual results, performance, and achievements
could differ materially from those set forth in, contemplated by or
underlying the forward-looking statements.
The effects of the COVID-19 pandemic and the response thereto on
economic conditions, the financial markets and insurance risks, and
the resulting effects on the Company’s financial results,
liquidity, capital resources, financial metrics, investment
portfolio and stock price, could cause actual results and events to
differ materially from those expressed or implied by
forward-looking statements. Further, any estimates, projections,
illustrative scenarios or frameworks used to plan for potential
effects of the pandemic are dependent on numerous underlying
assumptions and estimates that may not materialize. Additionally,
numerous other important factors (whether related to, resulting
from or exacerbated by the COVID-19 pandemic or otherwise) could
also cause results and events to differ materially from those
expressed or implied by forward-looking statements, including,
without limitation: (1) adverse changes in mortality, morbidity,
lapsation or claims experience, (2) inadequate risk analysis and
underwriting, (3) adverse capital and credit market conditions and
their impact on the Company’s liquidity, access to capital and cost
of capital, (4) changes in the Company’s financial strength and
credit ratings and the effect of such changes on the Company’s
future results of operations and financial condition, (5) the
availability and cost of collateral necessary for regulatory
reserves and capital, (6) requirements to post collateral or make
payments due to declines in market value of assets subject to the
Company’s collateral arrangements, (7) action by regulators who
have authority over the Company’s reinsurance operations in the
jurisdictions in which it operates, (8) the effect of the Company
parent’s status as an insurance holding company and regulatory
restrictions on its ability to pay principal of and interest on its
debt obligations, (9) general economic conditions or a prolonged
economic downturn affecting the demand for insurance and
reinsurance in the Company’s current and planned markets, (10) the
impairment of other financial institutions and its effect on the
Company’s business, (11) fluctuations in U.S. or foreign currency
exchange rates, interest rates, or securities and real estate
markets, (12) market or economic conditions that adversely affect
the value of the Company’s investment securities or result in the
impairment of all or a portion of the value of certain of the
Company’s investment securities, that in turn could affect
regulatory capital, (13) market or economic conditions that
adversely affect the Company’s ability to make timely sales of
investment securities, (14) risks inherent in the Company’s risk
management and investment strategy, including changes in investment
portfolio yields due to interest rate or credit quality changes,
(15) the fact that the determination of allowances and impairments
taken on the Company’s investments is highly subjective, (16) the
stability of and actions by governments and economies in the
markets in which the Company operates, including ongoing
uncertainties regarding the amount of U.S. sovereign debt and the
credit ratings thereof, (17) the Company’s dependence on third
parties, including those insurance companies and reinsurers to
which the Company cedes some reinsurance, third-party investment
managers and others, (18) financial performance of the Company’s
clients, (19) the threat of natural disasters, catastrophes,
terrorist attacks, epidemics or pandemics anywhere in the world
where the Company or its clients do business, (20) competitive
factors and competitors’ responses to the Company’s initiatives,
(21) development and introduction of new products and distribution
opportunities, (22) execution of the Company’s entry into new
markets, (23) integration of acquired blocks of business and
entities, (24) interruption or failure of the Company’s
telecommunication, information technology or other operational
systems, or the Company’s failure to maintain adequate security to
protect the confidentiality or privacy of personal or sensitive
data and intellectual property stored on such systems, (25) adverse
litigation or arbitration results, (26) the adequacy of reserves,
resources and accurate information relating to settlements, awards
and terminated and discontinued lines of business, (27) changes in
laws, regulations, and accounting standards applicable to the
Company or its business, including Long Duration Targeted
Improvement accounting changes and (28) other risks and
uncertainties described in the Company’s filings with the
Securities and Exchange Commission (“SEC”).
Forward-looking statements should be evaluated together with the
many risks and uncertainties that affect the Company’s business,
including those mentioned in this document and described in the
periodic reports the Company files with the SEC. These
forward-looking statements speak only as of the date on which they
are made. The Company does not undertake any obligation to update
these forward-looking statements, even though the Company’s
situation may change in the future. For a discussion of these risks
and uncertainties that could cause actual results to differ
materially from those contained in the forward-looking statements,
you are advised to see Item 1A - “Risk Factors” in the Company’s
2021 Annual Report on Form 10-K, as may be supplemented by Item 1A
- “Risk Factors” in the Company’s subsequent Quarterly Reports on
Form 10-Q.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220915005759/en/
Jeff Hopson Senior Vice President, Investor Relations
636-736-2068 jhopson@rgare.com
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