SEC Comment Letter for REINSURANCE GROUP OF AMERICA (RGA) — Aug 11, 2008
REINSURANCE GROUP OF AMERICA INC
Date: Aug. 11, 2008 · CIK: 0000898174 · Accession: 0000000000-08-040266
AI Filing Summary & Sentiment
File numbers found in text: 333-152828
Letter
Mail Stop 6010 August 11, 2008
Jack B. Lay Senior Executive Vice Presiden t and Chief Financial Officer Reinsurance Group of America, Incorporated 1370 Timberlake Manor Parkway Chesterfield, Missouri 63017-6039 Re: Reinsurance Group of America, Incorporated Registration Statement on Form S-4, filed August 7, 2008 File No. 333-152828 Dear Mr. Lay: We have limited the review of your filing to those issues we have addressed in our comment. Where indicated, we think you should revise your document in response to this comment. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessar y in your explanation.
Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing. We look forward to working with you in these re spects. We welcome any questions you may have about our comment or on any other aspect of our review. Feel fr ee to call us at the telephone numbers listed at the end of this letter.
General
1. We note your correspondence setting forth the reas ons why MetLife believes that it does not have to be identified as an underwriter in th e prospectus, and we ar e not persuaded. Please revise the prospectus to identify MetLife as an underwriter.
* * * * *
Jack B. Lay Reinsurance Group of America, Incorporated August 11, 2008 Page 2 As appropriate, please amend your filing in re sponse to this comment. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your re sponses to our comment. Detailed cover letters greatly facilitate our review. Please understand that we may ha ve additional comments after reviewing your amendment a nd response to our comment.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain th at they have provided all information investors require for an informed decision. Since the comp any and its management are in possession of all facts relating to a company’s disclosure, they ar e responsible for the accur acy and adequacy of the disclosures they have made. Notwithstanding our comment, in the event the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
should the Commission or the staff, acting pursua nt to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
the company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. In addition, please be advised that the Division of Enforcemen t has access to all information you provide to the staff of the Di vision of Corporation Finance in connection with our review of your filing or in response to our comments on your filing. We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of the fact that those requesting accelerat ion are aware of their respective responsibilitie s under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offeri ng of the securities specified in the above registration statement. We w ill act on the request and, pursuant to delegated authority, grant acceleration of the effective date. We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement. Please a llow adequate time after the fili ng of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date.
Jack B. Lay Reinsurance Group of America, Incorporated August 11, 2008 Page 3 Please contact Sebastian Gomez Abero at ( 202) 551-3578 or me at (202) 551-3715 with any questions.
S i n c e r e l y , J e f f r e y P . R i e d l e r A s s i s t a n t D i r e c t o r cc: R. Randall Wang James R. Levey Bryan Cave LLP One Metropolitan Square 211 North Broadway, Suite 3600 St. Louis, Missouri 63102
Show Raw Text
Mail Stop 6010 August 11, 2008
Jack B. Lay
Senior Executive Vice Presiden t and Chief Financial Officer
Reinsurance Group of America, Incorporated
1370 Timberlake Manor Parkway
Chesterfield, Missouri 63017-6039
Re: Reinsurance Group of America, Incorporated
Registration Statement on Form S-4, filed August 7, 2008
File No. 333-152828
Dear Mr. Lay:
We have limited the review of your filing to those issues we have addressed in our
comment. Where indicated, we think you should revise your document in response to this
comment. If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed as necessar y in your explanation.
Please understand that the purpose of our review process is to assist you in your compliance
with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in these re spects. We welcome any questions you may have
about our comment or on any other aspect of our review. Feel fr ee to call us at the telephone
numbers listed at the end of this letter.
General
1. We note your correspondence setting forth the reas ons why MetLife believes that it does not
have to be identified as an underwriter in th e prospectus, and we ar e not persuaded. Please
revise the prospectus to identify MetLife as an underwriter.
* * * * *
Jack B. Lay
Reinsurance Group of America, Incorporated
August 11, 2008 Page 2
As appropriate, please amend your filing in re sponse to this comment. You may wish to
provide us with marked copies of the amendment to expedite our review. Please furnish a cover
letter with your amendment that keys your re sponses to our comment. Detailed cover letters
greatly facilitate our review. Please understand that we may ha ve additional comments after
reviewing your amendment a nd response to our comment.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filings reviewed by the staff to be certain th at they have provided all information investors
require for an informed decision. Since the comp any and its management are in possession of all
facts relating to a company’s disclosure, they ar e responsible for the accur acy and adequacy of the
disclosures they have made. Notwithstanding our comment, in the event the company requests acceleration of the
effective date of the pending registration statement, it should furnish a letter, at the time of such
request, acknowledging that:
should the Commission or the staff, acting pursua nt to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the
filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and
the company may not assert this action as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.
In addition, please be advised that the Division of Enforcemen t has access to all information
you provide to the staff of the Di vision of Corporation Finance in connection with our review of
your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the registration
statement as a confirmation of the fact that those requesting accelerat ion are aware of their
respective responsibilitie s under the Securities Act of 1933 and the Securities Exchange Act of
1934 as they relate to the proposed public offeri ng of the securities specified in the above
registration statement. We w ill act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement. Please a llow adequate time after the fili ng of any amendment for further
review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date.
Jack B. Lay
Reinsurance Group of America, Incorporated August 11, 2008 Page 3
Please contact Sebastian Gomez Abero at ( 202) 551-3578 or me at (202) 551-3715 with any
questions.
S i n c e r e l y , J e f f r e y P . R i e d l e r A s s i s t a n t D i r e c t o r cc: R. Randall Wang
James R. Levey Bryan Cave LLP One Metropolitan Square 211 North Broadway, Suite 3600 St. Louis, Missouri 63102