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): June 28, 2006 REINSURANCE GROUP OF AMERICA, INCORPORATED (Exact Name of Registrant as Specified in its Charter) MISSOURI 1-11848 43-1627032 (State or Other Jurisdiction of (Commission (IRS Employer Incorporation) File Number) Identification Number) 1370 TIMBERLAKE MANOR PARKWAY, CHESTERFIELD, MISSOURI 63017 (Address of Principal Executive Office) 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): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT. On June 28, 2006, Timberlake Financial, L.L.C. ("Timberlake Financial"), a Delaware limited liability company, and a direct wholly-owned subsidiary of Reinsurance Company of Missouri, Incorporated ("RCM"), itself a wholly-owned subsidiary of Reinsurance Group of America, Incorporated ("RGA"), issued $850,000,000 in aggregate principal amount of Series A Floating Rate Insured Notes due June 28, 2036 (the "Notes") in a private placement. The Notes were issued by Timberlake Financial to fund certain statutory reserves required to be maintained by its wholly-owned subsidiary, Timberlake Reinsurance Company II ("Timberlake Re"), a special purpose financial captive insurance company incorporated under the laws of the State of South Carolina, pursuant to the Valuation of Life Insurance Policies Model Regulation. The payment of scheduled interest payments under the Notes and the ultimate repayment of principal on June 28, 2036 are insured by Ambac Assurance Corporation ("Ambac"), a Wisconsin-domiciled stock insurance corporation, through a financial guaranty insurance policy (the "Financial Guarantee Policy"). Ambac will not guarantee the payment of any redemption premium, the early repayment of principal on the Notes, taxes or shortfalls for withholding taxes. The Notes are direct financial obligations of Timberlake Financial, and no affiliate of Timberlake Financial, including without limitation RGA, RCM, or RGA Reinsurance Company ("RGA Re"), a wholly-owned subsidiary of RCM, is an obligor or guarantor of the Notes. Timberlake Financial will rely upon the receipt of interest and principal payments on a surplus note issued by, and dividend payments from, Timberlake Re to make payments of interest and principal on the Notes. The ability of Timberlake Re to make interest and principal payments on the surplus note and dividend payments to Timberlake Financial is contingent upon meeting certain regulatory requirements and upon the performance of the block of business retroceded from RGA Re to Timberlake Re, which business consists of specified term life insurance policies with guaranteed level premiums. The annual interest rate on the Notes will equal the 1-month London Interbank Offered Rate ("LIBOR"), plus a spread. Such interest will be payable monthly in arrears on the 28th day of each month (each a "Scheduled Payment Date"), for each period commencing July 28, 2006, and each succeeding Scheduled Payment Date, and ending on the maturity date. Under the terms of the Financial Guarantee Policy, Ambac may direct The Bank of New York, a New York banking corporation, as trustee (the "Trustee"), under an indenture (the "Indenture") among Timberlake Financial, the Trustee, and Ambac, to foreclose on certain accounts of Timberlake Re (the "Collateral") securing the Financial Guarantee Policy if any of the following events of default occurs, subject to any applicable grace periods: - a payment is made by Ambac under the Financial Guarantee Policy; - nonpayment of interest when due and payable in accordance with the terms of the Notes;
- nonpayment of all, or part, of the principal of the Notes; - failure of the security interest in the Collateral granted to the Trustee for the benefit of the holders of the Notes and Ambac; - failure to make payments of premiums or other amounts to Ambac under the financial guarantee policy and certain other ancillary agreements; - breach of any representation or warranty or default in the performance of any covenant under the Indenture by either Timberlake Financial or Timberlake Re, if unremedied for a period of 30 days after receiving notice; or - bankruptcy, insolvency, reorganization, liquidation, conservation, rehabilitation or other similar proceeding of Timberlake Financial or Timberlake Re. If an event of default occurs and is continuing, the entire principal thereof and interest accrued thereon may be declared to be due and payable immediately. Timberlake Financial may redeem all or part of the Notes on any Scheduled Payment Date before June 28, 2011 at a redemption price equal to 100% of the principal amount plus a make whole redemption premium dependent upon the date redeemed, payable in cash. The Notes are redeemable at a redemption price equal to 100% of the principal amount, payable in cash, after June 28, 2011, or for any redemptions related to reductions in the level of certain statutory reserves. Pursuant to an insurance and indemnity agreement with Ambac, Timberlake Financial is obligated to pay a periodic premium to Ambac in respect of the Financial Guarantee Policy. Additional information regarding this transaction is set forth in the press release which is filed as Exhibit 99.1 hereto. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Exhibit No. Exhibit - ----------- ------- 99.1 Press Release of Reinsurance Group of America, Incorporated dated June 28, 2006
SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. REINSURANCE GROUP OF AMERICA, INCORPORATED Date: June 30, 2006 By: /s/ Jack B. Lay ------------------------------------ Jack B. Lay Executive Vice President and Chief Financial Officer
EXHIBIT INDEX Exhibit No. Exhibit - ----------- ------- 99.1 Press Release of Reinsurance Group of America, Incorporated dated June 28, 2006.
Exhibit 99.1 (REINSURANCE GROUP OF AMERICA, INCORPORATED(R) LOGO) REINSURANCE GROUP OF AMERICA, INCORPORATED(R) For further information, contact Jack B. Lay Executive Vice President and Chief Financial Officer (636) 736-7439 FOR IMMEDIATE RELEASE REINSURANCE GROUP OF AMERICA ANNOUNCES TRIPLE X SECURITIZATION ST. LOUIS, June 28, 2006 - Reinsurance Group of America, Incorporated (NYSE:RGA), a leading global provider of life reinsurance, announced today that its subsidiary, Timberlake Financial, L.L.C., completed an offering of $850.0 million of 30-year notes. Up to $150.0 million of additional notes may be offered in the future. The proceeds of the offering will provide long-term collateral to support Regulation Triple X reserves on approximately 1.5 million term life insurance policies with guaranteed level premium periods reinsured by RGA Reinsurance Company, a U.S. subsidiary. A. Greig Woodring, president and chief executive officer, commented, "This transaction along with other reinsurance solutions effectively provides long-term, well-matched collateral support for our portfolio of Triple X reserves on business issued prior to 2005." Ambac Assurance Corporation will provide a financial guarantee insurance policy to insure the timely payment of scheduled interest payments under the notes and the ultimate repayment of principal on the scheduled maturity date. The notes are rated "AAA" by Standard & Poor's and "Aaa" by Moody's Investors Service. The notes represent senior, secured indebtedness of Timberlake Financial, L.L.C. and its assets with no recourse to RGA or its other subsidiaries. Accordingly, management does not expect the rating agencies to include the notes in the consolidated financial leverage and coverage ratios of RGA. Timberlake Financial L.L.C and its wholly owned subsidiary, Timberlake Reinsurance Company II (a South Carolina special purpose, financial captive insurance company), were formed for the sole purposes of issuing the notes and reinsuring the underlying term life insurance policies with guaranteed level premium periods. - more -
Add One Woodring concluded, "This transaction represents another step in RGA's ongoing, long-term management of its Triple X reserves and reflects the diversification now available in the management of those reserves." Wachovia Securities was the sole structuring agent and sole book-runner for the transaction. The notes sold are not registered under the Securities Act of 1933, as amended, and may not be resold in the United States without registration or an applicable exemption from the registration requirements. Reinsurance Group of America, Incorporated, through its subsidiaries, RGA Reinsurance Company and RGA Life Reinsurance Company of Canada, is among the largest global providers of life reinsurance. In addition to its U.S. and Canadian operations, Reinsurance Group of America, Incorporated has subsidiary companies or offices in Australia, Barbados, China, Hong Kong, India, Ireland, Japan, Mexico, South Africa, South Korea, Spain, Taiwan, and the United Kingdom. Worldwide, the company has approximately $1.8 trillion of life reinsurance in force, and assets of $16.6 billion. MetLife, Inc. is the beneficial owner of approximately 53 percent of RGA's outstanding shares. # # #