Reinsurance Group of America, Incorporated (NYSE: RGA) (the
“Company”) announced today that notice of redemption will be issued
to the holders of all of its outstanding 6.20% Fixed-to-Floating
Rate Subordinated Debentures due 2042 (CUSIP No. 759351 703 and
ISIN US7593517037) (the “Debentures”). The Debentures are listed on
the New York Stock Exchange under the symbol “RZA.”
The Debentures will be redeemed in full on December 15, 2022
(the “Redemption Date”) at a redemption price equal to 100% of the
outstanding principal amount of the Debentures being redeemed on
the Redemption Date, plus accrued and unpaid interest thereon, to,
but excluding, the Redemption Date. The notice of redemption will
be delivered to holders of the Debentures at the Company’s
direction by The Bank of New York Mellon Trust Company, N.A., as
trustee (the “Trustee”), located at 240 Greenwich St., New York, NY
10286.
As of November 10, 2022, approximately $249 million aggregate
principal amount of the Debentures is outstanding, following the
Company’s previously announced cash tender offer for any and all of
its outstanding $400,000,000 aggregate principal amount of
Debentures, made pursuant to an Offer to Purchase dated as of
September 15, 2022 (the “Offer to Purchase”). On September 23,
2022, following the Expiration Time (as defined in the Offer to
Purchase), the Company accepted for purchase and settled Debentures
in an aggregate principal amount of approximately $151 million.
This press release shall not constitute a notice of redemption
of the Debentures. Information concerning the terms and conditions
of the redemption of the Debentures is described in the notice of
redemption distributed to holders of the Debentures by the Trustee
under the indenture governing the Debentures.
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 $3.3 trillion of life reinsurance
in force and assets of $82.7 billion as of September 30, 2022.
Cautionary Note Regarding Forward-Looking Statements
This release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995
including, among others, the terms and the timing of the redemption
of the Debentures. 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 other filings with the
Securities and Exchange Commission (the “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/20221110005232/en/
Jeff Hopson Senior Vice President, Investor Relations
636-736-2068 jhopson@rgare.com
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