S&C Represents Initial Purchasers in Reinsurance Group of America’s $1 Billion P-Cap Facility Transaction

Reinsurance Group of America (RGA), a leading global provider of traditional life and health reinsurance and financial solutions, established a contingent liquidity facility through the issuance of pre-capitalized trust securities (P-Caps) by Omnis Funding Trust (the Trust), a newly formed Delaware statutory trust.

The Trust issued $1 billion of P-Caps redeemable May 15, 2055, in a private offering pursuant to Rule 144A under the Securities Act and Section 3(c)(7) of the Investment Company Act to investors in the U.S. and certain non-U.S. jurisdictions.

The Trust entered into a separate facility agreement with RGA, giving RGA or certain assignees of RGA the right from time to time, and in certain circumstances the obligation, to require the Trust to purchase up to $1 billion of a new series of unsecured 6.722% Senior Notes due 2055.

The S&C team representing the initial purchasers, led by TD Securities (USA) LLC, included Robert DeLaMater, Connor Schillerstrom and Cami Steckbeck. David Hariton advised on tax matters. Tracey Russell advised on FINRA and Blue Sky matters. Ruby Avison and Alex Goulding advised on UK/EEA matters.