On June 2, 2020, Reinsurance Group of America, Incorporated (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Barclays Capital Inc. and J.P. Morgan 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 6,172,840 shares of the common stock of the Company, par value $0.01 per share (the “Common Stock”), at a public offering price of $81.00 per share.
The Company granted the Underwriters an option to purchase from the Company, within 30 days after the date of the Underwriting Agreement, up to an additional 925,926 shares of the Common Stock.
On June 5, 2020, the Company completed the offering of the Common Stock pursuant to the Underwriting Agreement. The Company received net proceeds (before expenses) of approximately $484 million. The Company anticipates using the proceeds for general corporate purposes.
The Common Stock was offered and sold pursuant to the Company’s automatic shelf registration statement on Form S-3 (Registration Statement No. 333-238511) under the Securities Act of 1933, as amended, which became effective upon filing with the Securities and Exchange Commission (the “SEC”) on May 20, 2020. The Company has filed with the SEC a prospectus supplement, dated June 2, 2020, together with the accompanying prospectus, dated May 20, 2020, relating to the offering and sale of the Common Stock.
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 hereto as Exhibit 1.1, and is incorporated by reference herein.
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 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.