Attached files
file | filename |
---|---|
8-K - FORM 8-K - REINSURANCE GROUP OF AMERICA INC | c63141e8vk.htm |
EX-99.1 - EX-99.1 - REINSURANCE GROUP OF AMERICA INC | c63141exv99w1.htm |
EX-99.2 - EX-99.2 - REINSURANCE GROUP OF AMERICA INC | c63141exv99w2.htm |
Exhibit 99.3
NOTICE OF REMARKETING
TO HOLDERS OF TRUST PREFERRED INCOME EQUITY SECURITIES (PIERS)
UNITS AND PREFERRED SECURITIES REPRESENTING A COMPONENT OF THE
UNITS OF REINSURANCE GROUP OF AMERICA, INCORPORATED
CUSIP FOR UNITS 759351307
CUSIP FOR PREFERRED SECURITIES 74956T204
TO HOLDERS OF TRUST PREFERRED INCOME EQUITY SECURITIES (PIERS)
UNITS AND PREFERRED SECURITIES REPRESENTING A COMPONENT OF THE
UNITS OF REINSURANCE GROUP OF AMERICA, INCORPORATED
CUSIP FOR UNITS 759351307
CUSIP FOR PREFERRED SECURITIES 74956T204
To Holders of Units and/or Preferred Securities:
You are hereby given notice that pursuant to Section 6.6 of an amended and restated trust
agreement dated as of December 18, 2001, among Reinsurance Group of America, Incorporated (the
Company), The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York,
as Property Trustee, The Bank of New York (Delaware), as Delaware Trustee and the Administrative
Trustees named therein (the Trust Agreement), Barclays Capital Inc., as the Remarketing Agent,
will use its commercially reasonable efforts to remarket the Preferred Securities deemed tendered
for purchase on March 1, 2011 (the Remarketing Date) in connection with the optional redemption
of the Warrants pursuant to Section 5.01 of the Warrant Agreement. The Remarketing is triggered by
the optional redemption of the Warrants by the Company.
Unless otherwise defined herein, the capitalized terms used herein shall have the meaning
assigned to them in the Trust Agreement. No representation is made as to the correctness of the
CUSIP numbers either as printed on the security or as contained in this notice of a remarketing and
reliance may be placed only on the other identification numbers printed on the security, and the
remarketing shall not be affected by any defect in or omission of such numbers.
Pursuant to Section 6.6 of the Trust Agreement, the terms and conditions of the Remarketing
are as follows:
1. On the Remarketing Date, the Remarketing Agent shall use its commercially reasonable
efforts to remarket the Preferred Securities deemed tendered for purchase at a price at least equal
to 100% of the aggregate Accreted Value as of the end of the day on the day next preceding the
Remarketing Settlement Date. The Remarketing Settlement Date will be March 4, 2011, which is three
business days following the Remarketing Date.
2. Upon Remarketing, the Accreted Value of the Preferred Securities as of the end of the day
on the day next preceding the Remarketing Settlement Date shall become due on June 5, 2011, which
is 93 days following the Remarketing Settlement Date, and payable on June 6, 2011.
3. On the Remarketing Settlement Date, the rate of interest per annum on the Accreted Value of
the Debentures shall become the Reset Rate on the Accreted Value of the Preferred Securities that
is determined pursuant to the Remarketing of the Preferred Securities.
4. Distributions accumulated and unpaid on the Preferred Securities from and including the
immediately preceding Distribution Date to, but excluding, the Remarketing
Settlement Date shall be payable to the Holders of the Securities of record on the date that
is one business day immediately prior to the Remarketing Settlement Date.
5. The proceeds from the Remarketing of the Preferred Securities shall be paid to the selling
Holders, provided that, the proceeds from the Remarketing of the Preferred Securities that are held
pursuant to the Unit Agreement for which the holders of such Units have elected to exercise their
Warrants shall be paid directly to the Warrant Agent on behalf of the holders to satisfy in full
the Exercise Price of the Warrants held by such holders.
6. If by 4:00 p.m. (New York City Time) on the Remarketing Date, the Remarketing Agent is
unable to remarket all of the Preferred Securities, a Failed Remarketing shall be deemed to have
occurred. In the event of a Failed Remarketing, (i) beginning on the third Business Day after the
Failed Remarketing Date, interest will accrue on the Accreted Value of the Debentures, and
Distributions will accumulate on the Accreted Value of the Preferred Securities at the rate
described in clause (iii) below; (ii) the Accreted Value of the Debentures as of the end of the day
on the day next preceding the Remarketing Settlement Date shall become due on the date which is 93
days following the Remarketing Settlement Date, and, as a result, the Accreted Value of the
Preferred Securities as of the end of the day on the day next preceding the Remarketing Settlement
Date shall be redeemed on the date which is 93 days following the Remarketing Settlement Date; and
(iii) the rate of interest per annum on the Accreted Value of the Debentures shall become 10.25%
per annum, and, as a result, the rate of Distribution per annum on the Accreted Value of the Trust
Securities shall become 10.25% per annum, which Reset Rate shall accrue and be payable as provided
in the Trust Agreement; and (iv) pursuant to the Indenture, the Company no longer shall have the
option to defer payments of interest on the Debentures.
7. A Holder may elect not to participate in the Remarketing. Each Holder of a Preferred
Security who desires not to participate in the Remarketing must (A) if such Preferred Security is
held pursuant the Unit Agreement, notify the Unit Agent of such intention or (B) if such Preferred
Security is not held pursuant to the Unit Agreement, notify the Property Trustee of such intention,
in each case by use of a notice in substantially the form of Exhibit A hereto. In each case, such
notice must be given prior to 5:00 p.m., New York City time, on February 28, 2011. Any such notice
shall be irrevocable and may not be conditioned upon the level at which the Reset Rate is
determined pursuant to the Remarketing. In the absence of an affirmative election not to
participate in the Remarketing, each Holder will be deemed to have elected to participate in such
remarketing.
8. The shares of common stock underlying the Warrants are registered under the Companys
registration statement on Form S-3 and covered by a prospectus supplement dated February 16, 2011
and related prospectus dated February 15, 2011. Copies of the prospectus supplement and related
prospectus may be obtained from the Company at 1370 Timberlake Manor Parkway Chesterfield, Missouri
63017-6039, Attention: Investor Relations or by telephone at (636) 736-7000. The remarketed trust
preferred securities are registered under the same registration statement and covered by a
prospectus supplement dated February 16, 2011 and a related prospectus dated February 15, 2011,
copies of which may be obtained from the Remarketing Agent or by telephone at (888) 603-5847 or
email at barclaysprospectus@broadridge.com. This notice shall not constitute an offer to sell or
the
2
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.
Very truly yours, REINSURANCE GROUP OF AMERICA, INCORPORATED |
||||
By: | /s/ Jack B. Lay | |||
Name: | Jack B. Lay | |||
Title: | Senior Executive Vice President and Chief Financial Officer | |||
A copy of this Remarketing Notice is being sent, first class mail, postage prepaid, to all holders
of record of the Units and Preferred Securities.
Dated: February 16, 2011
Copies to:
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Unit Agent and
Property Trustee
2 North LaSalle, Suite 1020
Chicago, Illinois 60602
Attention: Corporate Trust Administration
Property Trustee
2 North LaSalle, Suite 1020
Chicago, Illinois 60602
Attention: Corporate Trust Administration
BARCLAYS CAPITAL INC.
745 Seventh Avenue
New York, New York 10019
Attention: Syndicate Registration
745 Seventh Avenue
New York, New York 10019
Attention: Syndicate Registration
3
EXHIBIT A
FORM OF ELECTION NOT TO REMARKET
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
2 North LaSalle, Suite 1020
Chicago, Illinois 60602
Attention: Corporate Trust Administration
2 North LaSalle, Suite 1020
Chicago, Illinois 60602
Attention: Corporate Trust Administration
BARCLAYS CAPITAL INC.
745 Seventh Avenue
New York, New York 10019
Attention: Syndicate Registration
745 Seventh Avenue
New York, New York 10019
Attention: Syndicate Registration
Re: ________ Trust Preferred Income Equity Redeemable Securities (PIERS) Units
(Securities) of Reinsurance Group of America, Incorporated and RGA Capital Trust I
The undersigned Holder hereby advises you that it has elected NOT to participate in the Remarketing
set forth below with respect to the corresponding number of Preferred Securities that are a
component of Securities of which the undersigned is the beneficial owner:
Remarketing Settlement Date: ___________________________.
Number of Preferred Securities NOT to Remarket: _____________________.
The notification to the Remarketing Agent to be sent by you on the Business Day immediately
preceding the above Remarketing Date shall NOT include the aggregate number of Preferred Securities
set forth above. Unless otherwise defined herein, terms defined in the Unit Agreement dated
December 18, 2001 among you, in your capacities as Unit Agent, Warrant Agent and Property Trustee
and Reinsurance Group of America, Incorporated and the RGA Capital Trust I are used herein as
defined therein. This notice is being delivered pursuant to Section 5.1 of the Unit Agreement
relating to the Securities and Section 6.6 of the related Amended and Restated Trust Agreement of
even date therewith.
Date: ____________________________
Signature: ________________________
Signature Guarantee: _______________
Please print name and address of Registered Holder:
Name: __________________________
Address:_________________________
____________________________
____________________________
Social Security or other Taxpayer Identification Number, if any:
______________________