Current Report Filing (8-k)
November 10 2022 - 8:12AM
Edgar (US Regulatory)
REINSURANCE GROUP OF AMERICA INC false 0000898174 0000898174 2022-11-10 2022-11-10 0000898174 us-gaap:CommonStockMember 2022-11-10 2022-11-10 0000898174 rga:M6.20FixedToFloatingRateSubordinatedDebenturesDue2042Member 2022-11-10 2022-11-10 0000898174 rga:M5.75FixedToFloatingRateSubordinatedDebenturesDue2056Member 2022-11-10 2022-11-10 0000898174 rga:M7.125FixedRateResetSubordinatedDebenturesDue2052Member 2022-11-10 2022-11-10
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): November 10, 2022
REINSURANCE GROUP OF AMERICA, INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
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Missouri |
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1-11848 |
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43-1627032 |
(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
16600 Swingley Ridge Road, Chesterfield, Missouri 63017
(Address of Principal Executive Offices, and Zip Code)
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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, par value $0.01 |
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RGA |
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New York Stock Exchange |
6.20% Fixed-To-Floating Rate Subordinated Debentures due 2042 |
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RZA |
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New York Stock Exchange |
5.75% Fixed-To-Floating Rate Subordinated Debentures due 2056 |
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RZB |
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New York Stock Exchange |
7.125% Fixed-Rate Reset Subordinated Debentures due 2052 |
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RZC |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):
☐ Emerging growth company
☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
On November 10, 2022, Reinsurance Group of America, Incorporated (the “Company”) issued a press release announcing that notice of redemption will be issued to the holders of all of the Company’s outstanding 6.20% Fixed-to-Floating Rate Subordinated Debentures due 2042 (the “2042 Debentures”) in accordance with the terms of the indenture governing the 2042 Debentures. The 2042 Debentures will be redeemed in full on December 15, 2022 (the “Redemption Date”) at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, to, but excluding, the Redemption Date. The notice of redemption will be delivered to holders of the 2042 Debentures at the Company’s direction by The Bank of New York Mellon Trust Company, N.A., as trustee, located at 240 Greenwich St., New York, NY 10286.
As of November 10, 2022, approximately $249 million aggregate principal amount of the 2042 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 2042 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 2042 Debentures in an aggregate principal amount of approximately $151 million.
A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information contained in Item 8.01 of this Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 are for informational purposes only and do not constitute a notice of redemption of the 2042 Debentures.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits. The following documents are filed as exhibits to this report:
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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REINSURANCE GROUP OF AMERICA, INCORPORATED |
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Date: November 10, 2022 |
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By: |
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/s/ Todd C. Larson |
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Todd C. Larson |
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Senior Executive Vice President and Chief Financial Officer |
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