Attached files
file | filename |
---|---|
8-K - FORM 8-K - REINSURANCE GROUP OF AMERICA INC | c63083e8vk.htm |
EX-4.1 - EX-4.1 - REINSURANCE GROUP OF AMERICA INC | c63083exv4w1.htm |
EX-8.2 - EX-8.2 - REINSURANCE GROUP OF AMERICA INC | c63083exv8w2.htm |
EX-8.1 - EX-8.1 - REINSURANCE GROUP OF AMERICA INC | c63083exv8w1.htm |
EX-10.1 - EX-10.1 - REINSURANCE GROUP OF AMERICA INC | c63083exv10w1.htm |
EX-99.2 - EX-99.2 - REINSURANCE GROUP OF AMERICA INC | c63083exv99w2.htm |
Exhibit 99.1
For further information, contact John W. Hayden Senior Vice President Controller and Investor Relations (636) 736-7000 |
FOR IMMEDIATE RELEASE
Reinsurance Group of America, Incorporated Issues Notice of Redemption of
Warrants under its PIERS Units and Associated Remarketing of Preferred
Securities
Warrants under its PIERS Units and Associated Remarketing of Preferred
Securities
St. Louis, Missouri, February 16, 2011: Reinsurance Group of America, Incorporated (RGA)
(NYSE: RGA) today issued a notice of redemption of its warrants to holders of its Trust Preferred
Income Equity Redeemable Securities (PIERS Units) and any separately held warrants. In connection
with the redemption, RGA also issued a notice of remarketing to holders of PIERS Units and any
separately held preferred securities.
When issued, each PIERS Unit consisted of (1) a preferred security issued by RGA Capital Trust
I, with an annual distribution rate of 5.75% and stated maturity of March 18, 2051, and (2) a
warrant to purchase at any time prior to December 15, 2050, 1.2508 shares of RGA common stock.
The warrants will be redeemed at their redemption amount of $14.56 per warrant in cash on
March 4, 2011, unless the holder of a warrant gives written notice of exercise of the warrant to
The Bank of New York Mellon Trust Company, N.A. prior to 5:00 p.m. (New York City time) on March 3,
2011. Assuming redemption of all outstanding warrants by RGA, RGA would pay to holders a total
consideration of $65.5 million, which would result in no additional share dilution, and there would
be approximately 73.4 million shares of RGA stock issued and outstanding on the redemption date,
based on the number of shares outstanding on January 31, 2011 and excluding shares otherwise
acquired since January 31, 2011.
If a holder of a PIERS Unit elects to exercise the warrant, the exercise price is then due.
That exercise price can be paid directly by the warrant holder, or through the proceeds raised by a
remarketing of the preferred securities. There were originally 4.5 million warrants issued and
there are currently approximately 4.5 million warrants that remain outstanding. Assuming exercise
of all outstanding warrants by holders in lieu of redemption, RGA would receive gross proceeds of
approximately $159.5 million, which would in turn be paid, with interest, to holders of the
remarketed trust preferred securities upon maturity, and there would be a total of approximately
79.0 million shares of RGA common stock issued and outstanding on the redemption date, based on the
number outstanding on January 31, 2011, excluding shares otherwise acquired since January 31, 2011.
Redemption of the warrants by RGA triggers the remarketing of preferred securities. The
remarketing of the preferred securities will occur on March 1, 2011. The proceeds from the
remarketing will be paid to the selling holders, provided that the proceeds for holders who have
elected to exercise their warrants shall be applied to satisfy the exercise price of the warrants.
Any holder of a PIERS Unit or a preferred security who does not wish to participate in the
remarketing must give written notice to The Bank of New York Mellon Trust Company, N.A. prior to
5:00 p.m. (New York City time) on February 28, 2011. Following the remarketing, the preferred
securities will have the annual distribution rate determined in the remarketing and will become due
on June 5, 2011.
The shares of common stock underlying the warrants are registered under RGAs registration
statement on Form S-3 and covered by prospectus supplements dated February 16, 2011 and related
prospectus dated February 15, 2011, copies of which may be obtained from RGA, 1370 Timberlake Manor
Parkway Chesterfield, Missouri 63017-6039, Attention: Investor Relations or by telephone at (636)
736-7000.
RGA has engaged Barclays Capital as its remarketing agent. The remarketed trust preferred
securities are registered under the same registration statement and covered by a prospectus
supplement dated February 16, 2011 and related prospectus dated February 15, 2011, copies of which
may be obtained from Barclays Capital Inc., c/o Broadridge Integrated Distribution Services, 1155
Long Island Avenue, New York, NY 11717 or by telephone at 888-603-5847 or email at
barclaysprospectus@broadridge.com.
This document shall not constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of these securities in any state in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities laws of any state.
Questions concerning redemption and exercise of the warrants and the election not to
participate in the remarketing can be directed to The Bank of New York Mellon Trust Company, N.A.,
Corporate Trust Administration, 2 North LaSalle, Suite 1020 Chicago, Illinois 60602, telephone
number, 312-827-8546, fax number, 312-827-8542.
About RGA
Reinsurance Group of America, Incorporated is among the largest global providers of life
reinsurance, with subsidiary companies or offices in Australia, Barbados, Bermuda, Canada, China,
France, Germany, Hong Kong, India, Ireland, Italy, Japan, Mexico, the Netherlands, Poland, South
Africa, South Korea, Spain, Taiwan, the United Kingdom and the United States. At December 31,
2010, the company had approximately $2.5 trillion of worldwide life reinsurance in force and assets
of $29.1 billion.
# # #