Reinsurance Group of America, Incorporated (NYSE: RGA) (the
“Company”) announced today that the previously announced cash
tender offer (the “Offer”) by the Company for any and all of its
outstanding 6.20% Fixed-to-Floating Rate Subordinated Debentures
due 2042 (the “Debentures”), expired yesterday, September 22, 2022
at 5:00 p.m., New York City Time (the “Expiration Time”). The
tender offer was made 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 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 Offer to Purchase, the
Notice of Guaranteed Delivery, and the Letter of Transmittal are
referred to together as the “Offer Documents.”
According to information provided by D.F. King & Co., Inc.,
the tender agent and information agent for the Offer, $151,048,375,
or 37.76%, of the $400,000,000 aggregate principal amount of the
Debentures had been validly tendered and delivered (and not validly
withdrawn) in the Offer at or prior to the Expiration Time. In
addition, $311,875 aggregate principal amount of Debentures remains
subject to guaranteed delivery procedures. Payment for the
Debentures purchased pursuant to the Offer is intended to be made
on or around September 23, 2022 (the “Payment Date”), and payment
for the Debentures tendered pursuant to a Notice of Guaranteed
Delivery and purchased pursuant to the Offer is intended to be made
on or around September 27, 2022 (the “Guaranteed Delivery Payment
Date”).
As previously announced, the applicable “Tender Offer
Consideration” will be $25.20 for each $25 principal amount of
Debentures, plus accrued and unpaid interest to, but not including,
the Payment Date, payable on the Payment Date or the Guaranteed
Delivery Payment Date, as applicable. For avoidance of doubt,
interest on the Debentures ceased to accrue on the Payment Date for
all Debentures accepted in the Offer, including those tendered
pursuant to the guaranteed delivery procedures. The Offer will be
funded from the net proceeds from the previously announced sale by
the Company of its 7.125% Fixed-Rate Reset Subordinated Debentures
due 2052 which will be completed on September 23, 2022.
Wells Fargo Securities, LLC, BofA Securities, Inc., HSBC
Securities (USA) Inc., J.P. Morgan Securities LLC, MUFG Securities
Americas Inc. and RBC Capital Markets, LLC acted as dealer managers
for the Offer.
This press release shall not constitute an offer to buy or a
solicitation of an offer to sell any Debentures. The Offer was made
solely pursuant to the Offer Documents and was not 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.
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/20220922005948/en/
Jeff Hopson Senior Vice President, Investor Relations
636-736-2068 jhopson@rgare.com
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