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): March 7, 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)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On March 7, 2011, Reinsurance Group of America, Incorporated (“RGA” or the “Company”) entered
into an accelerated share repurchase (“ASR”) agreement with Barclays Capital, Inc., acting as agent
for Barclays Bank PLC (“Barclays”). Under the ASR agreement, the Company purchased 2.5 million
shares of its outstanding common stock at an initial price of $59.76 per share and an aggregate
price of approximately $149.4 million (in each case exclusive of commissions). The repurchase will
be funded from cash on hand.
Under the ASR agreement, Barclays plans to purchase an equivalent number of shares of common
stock in the open market from time to time until it has acquired that number. At the end of this
period, the Company may receive, or may be required to remit, a purchase price adjustment based
upon the volume weighted average price of its common shares during the period. The purchase price
adjustment can be settled, at the election of the Company, in cash or in shares of its common
stock.
Barclays may terminate the transaction (i) in the event of a default by the Company under the
ASR agreement, (ii) in the event the Company declares a dividend that is not a regularly scheduled
cash dividend or a quarterly cash dividend in excess of an amount specified in the agreement, and
(iii) in certain other circumstances. Upon an early termination, the Company would be required to
compensate Barclays for losses it incurred in connection with the ASR transaction. Any shares that
RGA issues in the future in connection with an early termination of the transaction or to
compensate Barclays for any additional amounts due under the ASR agreement would increase the
number of shares outstanding at the time of issuance.
The Company had 2.5 million fewer shares outstanding (approximately 3.3%) immediately
following initial settlement on March 8, 2011. The common shares repurchased will be placed into
treasury to be used for general corporate purposes. The repurchase of shares pursuant to the ASR
agreement is in addition to the Company’s previously announced stock repurchase authorization.
On
March 11, 2011, the Company and Barclays amended and restated the ASR agreement to, among other things,
adjust the Maximum Maturity Date, the Minimum Maturity Date, and the Discount, each as defined in the
ASR agreement.
The foregoing description of the ASR agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the
Amended and Restated ASR agreement, a copy of which is
attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Barclays and certain of its affiliates have engaged, and may in the future engage, in
financial advisory, investment banking and other services for the Company and its affiliates.
Item 7.01 Regulation FD Disclosure.
On March 7, 2011, RGA issued a press release announcing that it had entered into the ASR
agreement. A copy of the press release is filed as Exhibit 99.1 to this Form 8-K and is
incorporated herein by reference.
The information in this Item 7.01 and the exhibit attached hereto will not be deemed to be
“filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”),
or otherwise subject to the liabilities of such section, nor will such information or exhibit be
deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange
Act, except as may be expressly set forth by specific reference in such filing.
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