Securities Registration (section 12(b)) (8-a12b)
September 23 2022 - 8:32AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
REINSURANCE
GROUP OF AMERICA, INCORPORATED
(Exact name of registrant as specified in its charter)
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| Missouri |
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43-1627032 |
| (State or other jurisdiction of incorporation or organization) |
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(IRS Employer Identification No.) |
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| 16600 Swingley Ridge Road
Chesterfield, MO |
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63017 |
| (Address of principal executive offices) |
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(Zip Code) |
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| Securities to be registered pursuant to Section 12(b) of the Act: |
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| Title of Each Class
to be so Registered |
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Name of Each Exchange on Which
Each Class is to be so Registered |
| 7.125% Fixed-Rate Reset Subordinated Debentures due 2052 |
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New York Stock Exchange |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this
form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement file number to which this form relates:
333-238511 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
| Item 1. |
Description of Securities to be Registered. |
The title of the securities of Reinsurance Group of America, Incorporated (the “Company”) to be registered hereunder is the 7.125%
Fixed-Rate Reset Subordinated Debentures due 2052 (the “Debentures”). This Form 8-A Registration Statement hereby incorporates by reference the description of the Debentures set forth under the
caption “Description of Debt Securities of RGA” in the prospectus dated May 20, 2020, constituting a part of the
Company’s automatic shelf registration statement on Form S-3ASR, filed with the Securities and Exchange Commission (the “SEC”) on May 20, 2020 (File
No.
333-238511), as supplemented by the description set forth under the caption “Description of the debentures” in the
prospectus supplement dated September 15, 2022, filed with the SEC on September 19, 2022 (File No. 333-238511).
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| Exhibit
No. |
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Description of Exhibit |
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| 4.1 |
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Indenture, dated August
21, 2012, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated herein by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on August 21,
2012). |
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| 4.2 |
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Seventh Supplemental Indenture, dated as of September 23, 2022, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, regarding the Debentures. |
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| 4.3 |
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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 hereto). |
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly authorized.
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REINSURANCE GROUP OF AMERICA, INCORPORATED
(Registrant) |
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By: |
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/s/ Todd C. Larson |
| Date: September 23, 2022 |
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Name: Todd C. Larson Title: Senior Executive
Vice President and Chief Financial Officer |
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