Reinsurance Group of America, Incorporated (NYSE: RGA) (the
“Company”) announced today that it has priced an aggregate
principal amount of $400 million of 6.000% senior notes due 2033
(the “Senior Notes”) pursuant to a public offering. The Company
expects to use the net proceeds from the offering, together with
cash on hand, if necessary, to repay upon maturity its $400 million
4.70% senior notes due 2023, which mature on September 15, 2023,
and the remainder, if any, for general corporate purposes.
J.P. Morgan Securities LLC, BofA Securities, Inc., U.S. Bancorp
Investments, Inc. and SMBC Nikko Securities America, Inc. are
acting as the joint book-running managers for the offering, and
Mizuho Securities USA LLC and MUFG Securities Americas Inc. are
serving as co-managers.
The Senior Notes have a maturity date of September 15, 2033,
with a par-call option three months prior to maturity, an issue
price of 99.639% and feature a fixed-rate coupon of 6.000%, payable
semiannually. The Company expects to complete the offering of the
Senior Notes on June 8, 2023, subject to customary closing
conditions.
This offering is being conducted as a public offering by means
of a prospectus supplement filed as part of a shelf registration
statement previously filed with the Securities and Exchange
Commission (the “SEC”) on Form S-3. This news release does not
constitute an offer to sell or the solicitation of an offer to buy,
nor shall there be any sale of, the Senior Notes in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. This offering is
being made solely by means of a prospectus and prospectus
supplement.
Copies of the prospectus and final prospectus supplement
relating to the offering, when available, may be obtained by
contacting: J.P. Morgan Securities LLC, 383 Madison Avenue, New
York, New York 10179, Attention: Investment Grade Syndicate Desk,
by telephone at (212) 834-4533 or by fax at (212) 834-6081; BofA
Securities, Inc., NC1-022-02-25, 201 North Tryon Street, Charlotte,
NC 28255-0001, Attention: Prospectus Department, Email:
dg.prospectus_requests@bofa.com, (800) 294-1322; and U.S. Bancorp
Investments, Inc., 214 N. Tryon Street, 26th Floor, Charlotte,
North Carolina 28202, Facsimile: (877) 774-3462, Attention: Debt
Capital Markets. Before you invest, you should read the prospectus
and the final prospectus supplement, when available, and the
documents that are incorporated by reference therein for more
complete information about the offering. Investors may also obtain
these documents for free by visiting the EDGAR system on the SEC’s
website at www.sec.gov or by contacting the underwriters listed
above with your request.
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 $89.1 billion as of March 31, 2023.
Cautionary Note Regarding Forward-Looking Statements
This release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 and
federal securities laws including, among others, statements
relating to the Company’s offering of the Senior Notes and its
intended use of proceeds, 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 “anticipate,”
“assume,” “believe,” “continue,” “could,” “estimate,” “expect,”
“if,” “intend,” “likely,” “may,” “plan,” “potential,” “pro forma,”
“project,” “should,” “will,” “would,” and other words and terms of
similar meaning or that are otherwise tied to future periods or
future performance, in each case in all derivative forms.
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.
Factors that could also cause results or events to differ,
possibly materially, from those expressed or implied by
forward-looking statements, include, among others: (1) adverse
changes in mortality (whether related to COVID-19 or otherwise),
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 the 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, pandemics, epidemics or other major public
health issues 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 developments with respect to litigation,
arbitration or regulatory investigations or actions, (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 prospectus supplement
related to this offering and accompanying prospectus and in the
Company’s other filings with the SEC incorporated by reference into
the prospectus supplement and accompanying prospectus.
Forward-looking statements should be evaluated together with the
many risks and uncertainties that affect the Company’s business,
including those mentioned in this release, and 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, except as required under applicable
securities law. 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
the risk factors set forth in the prospectus supplement under “Risk
factors” and in Item 1A – “Risk Factors” in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2022, as may be
supplemented by Item 1A – “Risk Factors” in the Company’s
subsequent Quarterly Reports on Form 10-Q and in our other periodic
and current reports filed with the SEC.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230605005840/en/
Jeff Hopson Senior Vice President, Investor Relations
636-736-2068 jhopson@rgare.com
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