UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 24, 2011
REINSURANCE GROUP OF AMERICA, INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
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Missouri
(State or other jurisdiction of
incorporation)
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1-11848
(Commission
File Number)
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43-1627032
(IRS Employer
Identification Number) |
1370 Timberlake Manor Parkway, Chesterfield, Missouri 63017
(Address of principal executive offices)
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| Registrant’s telephone number, including area code: (636) 736-7000 |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 1.01. |
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Entry into a Material Definitive Agreement. |
On May 24, 2011, Reinsurance Group of America, Incorporated (the “Company”) entered into an
Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as Representatives of
the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed
to issue and sell to the Underwriters $400 million aggregate principal amount of its 5.000% Senior
Notes due June 1, 2021 (the “Notes”). The public offering price of the Notes was 99.447% of the
principal amount. The Company expects net proceeds (before expenses) of approximately $395.2
million and to use the proceeds to fund the payment of its $200 million senior notes that mature in
December 2011 and for general corporate purposes.
This offering is being made pursuant to the Company’s automatic shelf registration statement on
Form S-3 (Registration No. 333-156052) and a related prospectus supplement, each filed with the
Securities and Exchange Commission.
The Underwriting Agreement includes customary representations, warranties and covenants by the
Company. Under the terms of the Underwriting Agreement, the Company has agreed to indemnify the
Underwriters against certain liabilities. The foregoing description of the Underwriting Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of
such document, a copy of which is attached to this Current Report on Form 8-K as Exhibit 1.1.
The opinions of the Company’s counsel as to the legality of the Notes and as to certain tax matters
are filed as Exhibit 5.1 and Exhibit 8.1, respectively, to this Form 8-K.
The Underwriters and/or their affiliates have provided and in the future may provide investment
banking, commercial banking, advisory, reinsurance and/or other financial services to the Company
and its affiliates from time to time for which they have received and in the future may receive
customary fees and expenses and may have entered into and in the future may enter into other
transactions with the Company.
On May 24, 2011, the Company issued a press release announcing the pricing of the offering. A copy
of that press release is attached hereto as Exhibit 99.1.
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| Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits.
See Exhibit Index.
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