Filed pursuant to Rule 424(b)(2)
Registration No. 333-238511
PROSPECTUS SUPPLEMENT
(To Prospectus dated May 20, 2020)
$700,000,000
7.125% Fixed-Rate Reset Subordinated Debentures due 2052
We are offering $700,000,000 of our 7.125% 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 7.125% 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 3.456% 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 $25 in excess thereof.
We will apply for the listing of the debentures on the New York Stock Exchange (the NYSE)
under the symbol RZC. If approved for listing, trading of the debentures on the NYSE is expected to commence within 30 days after they are first issued.
Investing in
the debentures involves risks. See Risk factors beginning on page S-11 of this prospectus supplement.
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Per debenture |
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Total |
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Public Offering Price(1) |
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$ |
25.0000 |
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$ |
700,000,000.00 |
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Underwriting Discount(2) |
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$ |
0.2504 |
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$ |
7,012,362.50 |
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Proceeds to RGA (before expenses)(1) |
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$ |
24.7496 |
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$ |
692,987,637.50 |
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(1) |
Plus accrued interest, if any, from September 23, 2022, if settlement occurs after that date.
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(2) |
Reflects 27,977,000 debentures sold to institutional investors, for which the underwriters received an
underwriting discount of $0.25 per debenture, and 23,000 debentures sold to retail investors, for which the underwriters received an underwriting discount of $0.7875 per debenture. |
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.
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 September 23, 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 |
Co-Managers
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KeyBanc Capital Markets |
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Mizuho |
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SMBC Nikko |
September 15, 2022