REINSURANCE GROUP OF AMERICA, INCORPORATED (NYSE:RGA) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
On May 17, 2017, Reinsurance Group of America, Incorporated (RGA)
entered into a Letter of Credit Reimbursement Agreement (the
Agreement) with Crdit Agricole Corporate and Investment Bank, as
lender (the Lender). Under the Agreement, RGA may obtain letters
of credit for its own account or the account of its wholly-owned
subsidiaries in United States Dollars, Euros, British
PoundSterling, Japanese Yen, Hong Kong Dollars, Australian
Dollars or Canadian Dollars in an overall amount of up to
$500million (as such amount may be changed from time to time as
provided in the Agreement, the Commitment).
RGA may obtain letters of credit under the Agreement from time to
time until the expiration of the availability period on May 17,
2021 (the Availability Period) or such other date as determined
under the Agreement; provided that no such letter of credit may
remain outstanding following May 17, 2022.
RGA will pay a letter of credit fee on each outstanding letter of
credit in an amount equal to: (i)the U.S.Dollar equivalent of the
daily amount available to be drawn under such letter of credit,
multiplied by (ii)an amount ranging from 0.40% to 1.20% based
upon RGAs debt rating and percentage of the Commitment utilized.
Letter of credit fees will be payable quarterly in arrears on the
last day of each calendar quarter following the issuance of such
letter of credit, and on the maturity date. During a continuance
of an event of default, the letter of credit fees shall accrue at
the applicable rate plus 2% per annum.
During the Availability Period, RGA will pay a commitment fee in
an amount equal to: (i)the U.S.Dollar equivalent of the daily
amount by which the Commitment exceeds the total amount of
outstanding letters of credit, multiplied by (ii)an amount
ranging from 0.15% to 0.30% based upon RGAs debt rating and
percentage of the Commitment utilized. The commitment fee will be
payable quarterly in arrears on the last day of each calendar
quarter following the closing date, and on the maturity date.
If RGA terminates the Agreement at any time prior to May 17, 2019
other than following a change in law or regulation that makes the
use of letters of credit issued under the Agreement unlawful or
the occurrence of a Defaulting Lender Event (as defined in the
Agreement), RGA will pay an early termination fee of $1,000,000.
The Agreement is unsecured but contains representations and
warranties, and affirmative, negative and financial covenants
customary for financings of this type, including restrictions
related to, among other things, indebtedness, guarantees, liens,
asset dispositions, merger or consolidation, the issuance and
disposition of stock of certain subsidiaries, consolidated net
worth and the ratio of consolidated indebtedness to total
capitalization. The Agreement includes customary events of
default for facilities of this type (with customary grace
periods, as applicable), including, among other things, the
non-payment of principal of or interest on any letter of credit
obligations, non-payment of fees, breaches of covenants,
inaccuracies of representations and warranties, non-payment or
acceleration of other material indebtedness, bankruptcy and
insolvency events and material judgments. An event of default
would permit the Lender to require immediate payment of all
amounts due under the Agreement, terminate the Commitment,
require cash collateralization of outstanding letter of credit
obligations and enforce any and all rights, subject to cure
provisions, when applicable.
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The Agreement also provides that upon the occurrence of a Change
of Control (as defined therein), the Lender may terminate the
Commitment and RGA must cash collateralize any outstanding
letters of credit as provided in the Agreement.
The foregoing description of the Agreement does not purport to be
complete and is qualified in its entirety by reference to the
complete text of the Agreement, a copy of which is filed as
Exhibit 10.1 to this report and is incorporated herein by
reference.
The Lender and/or its affiliates have or may have had various
relationships with RGA and its subsidiaries involving the
provision of a variety of financial services, including
investment banking, underwriting, commercial banking and letters
of credit, for which the Lender and/or its affiliates receive
customary fees and, in some cases, out-of-pocket expenses.
| Item2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information set forth under Item 1.01 above is hereby
incorporated by reference into this Item 2.03.
| Item9.01. | Financial Statements and Exhibits |
(d) Exhibits.
See exhibit index.
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About REINSURANCE GROUP OF AMERICA, INCORPORATED (NYSE:RGA)
Reinsurance Group of America, Incorporated (RGA) is an insurance holding company. The Company provides traditional and non-traditional life and health reinsurance. The Company has geographic-based or function-based segments, including U.S. and Latin America; Canada; Europe, Middle East and Africa; Asia Pacific, and Corporate and Other. Its geographic-based operations are further segmented into traditional and non-traditional businesses. Its subsidiaries include Reinsurance Company of Missouri, Incorporated, RGA Americas Reinsurance Company, Ltd., RGA Reinsurance Company (Barbados) Ltd. and RGA Reinsurance Company of Australia Limited. Traditional reinsurance includes individual and group life and health, disability, and critical illness reinsurance. Non-traditional reinsurance includes longevity reinsurance and asset-intensive reinsurance. Its operations offer traditional life and health reinsurance, reinsurance of asset-intensive products, and financial reinsurance. REINSURANCE GROUP OF AMERICA, INCORPORATED (NYSE:RGA) Recent Trading Information
REINSURANCE GROUP OF AMERICA, INCORPORATED (NYSE:RGA) closed its last trading session up +0.62 at 124.27 with 657,228 shares trading hands.