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Filed pursuant to Rule 433(d)
Registration Nos. 333-123161, 333-123161-01 and 333-123161-02
(Pursuant to Rule 429, also Registration
Nos. 333-117261, 333-117261-01 and 333-117261-02 and
Nos. 333-108200, 333-108200-01 and 333-108200-02)
Reinsurance Group of America, Incorporated
(NYSE Symbol: RGA)
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Securities:
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6.75% Junior Subordinated Debentures due 2065 |
Registration:
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Registered with the SEC |
Amount:
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$400,000,000 |
CUSIP:
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759351 AE 9 |
Ratings:
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Moodys: Baa3 (stable); S&P: BBB- (outlook negative); AM Best: bbb (outlook negative)* |
Maturity Date:
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December 15, 2065 |
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Fixed Rate Period:
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6.75% semi-annually in arrears until December 15,
2015, payable on June 15 and December 15, commencing
June 15, 2006, subject to Companys right to defer |
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Floating Rate Period:
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From December 15, 2015, at a floating rate of
3-month LIBOR plus a margin of 266.5 basis
points, payable quarterly in arrears on March 15,
June 15, September 15 and December 15, subject to
Companys right to defer |
Redemption at Par: First call date of December 15, 2015 and thereafter
Make-Whole Call for Tax Event: Discounted present value of Treasury plus 50 basis points
Make-Whole Call for Other Reason: Discounted present value of Treasury plus 35 basis points
Public Offering Price: 99.660%
10-Year Treasury Rate: 4.567%
Reoffer Spread: 223 basis points
Reoffer Yield: 6.797%
Underwriting Discount: 1.0%
Net Proceeds before expenses to RGA: $394,640,000
Settlement: December 8, 2005 (T+3) closing date
Selling concession: 0.5%
Bookrunners: Morgan Stanley (billing and delivery) and Lehman Brothers
Allocation:
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Principal Amount |
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Morgan Stanley & Co. Incorporated |
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$ |
240,000,000 |
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Lehman Brothers Inc. |
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160,000,000 |
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Total |
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$ |
400,000,000 |
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*An explanation of the significance of ratings may be obtained from the rating agencies. Generally,
rating agencies base their ratings on such material and information, and such of their own
investigations, studies and assumptions, as they deem appropriate. The rating of the debentures
should be evaluated independently from similar ratings of other securities. A credit rating of a
security is not a recommendation to buy, sell or hold securities and may be subject to review,
revision, suspension, reduction or withdrawal at any time by the assigning rating agency.
The issuer has filed a registration statement (including a prospectus, which consists of a
preliminary prospectus supplement dated December 5, 2005 and an attached prospectus dated March 22,
2005) with the SEC for the offering to which this communication relates. Before you invest, you
should read the prospectus in that registration statement and other documents the issuer has filed
with the SEC for more complete information about the issuer and this offering. You may get these
documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the
issuer, any underwriter or any dealer participating in the offering will arrange to send you the
prospectus if you request it by calling toll-free 1-866-718-1649 (institutional investors) or
1-800-584-6837 (retail investors).
Any disclaimers or other notices that may appear below are not applicable to this communication and
should be disregarded. Such disclaimers or other notices were automatically generated as a result
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