RECAPITALIZATION AND DISTRIBUTION AGREEMENT

 

Exhibit 2.1

 

 

 

 

 

 

 

 

 

 

 

TABLE OF CONTENTS

 

RECAPITALIZATION AND DISTRIBUTION AGREEMENT

 

This RECAPITALIZATION AND DISTRIBUTION AGREEMENT (this “ Agreement ”), dated as of June 1, 2008, is by and between MetLife, Inc., a Delaware corporation (“ MetLife ”), and Reinsurance Group of America, Incorporated, a Missouri corporation (“ RGA ”).

 

WHEREAS, as of the close of business on the date of this Agreement, the authorized capital stock of RGA consists of 150,000,000 shares, of which 140,000,000 shares are common stock, par value $0.01 per share (“ RGA Common Stock ”), and 10,000,000 shares are preferred stock, par value $0.01 per share;

 

WHEREAS, as of close of business on the date of this Agreement, there are outstanding 62,298,327 shares of RGA Common Stock, of which an aggregate of 32,243,539 shares of RGA Common Stock are held by MetLife and its Subsidiaries (as defined herein);

 

WHEREAS, the parties desire to engage in a series of transactions involving (a) a recapitalization of RGA Common Stock (the “ Recapitalization ”), (b) a split-off by MetLife of the Exchange Shares (as defined herein) in exchange for common stock, par value $0.01 per share, of MetLife (“ MetLife Common Stock ”) (the “ Split-Off ”), and (c) if applicable, the Additional Divestiture Transactions (as defined herein), in each case, upon the terms and subject to the conditions set forth in this Agreement;

 

WHEREAS, in the Recapitalization, (a) the current articles of incorporation of RGA will be amended and restated in the form attached hereto as Exhibit A (the “ Amended and Restated RGA Articles of Incorporation ”), to, among other things, reclassify each outstanding share of RGA Common Stock as one share of RGA Class A Common Stock (as defined herein); and (b) immediately thereafter, General American Life Insurance Company, a Subsidiary of MetLife (“ General American ”) will exchange each outstanding share of RGA Class A Common Stock that it holds (other than the shares of RGA Class A Common Stock received in respect of the Recently Acquired Stock (as defined herein)) for one share of RGA Class B Common Stock (as defined herein), so that, after the Recapitalization and immediately prior to Spin-Off 1 (as defined herein), General American will own 3,000,000 shares of RGA Class A Common Stock and 29,243,539 shares of RGA Class B Common Stock (such shares of RGA Class B Common Stock, the “ Exchange Shares ”);

 

WHEREAS, following Spin-Off 1 and Spin-Off 2 (as defined herein), MetLife will hold all of the Exchange Shares immediately prior to the Split-Off;

 

WHEREAS, in the Split-Off, MetLife shall make an offer (the “ Offer ”) on the Commencement Date (as defined herein) to acquire MetLife Common Stock in exchange for all of the Exchange Shares;

 

WHEREAS, if any Exchange Shares are not distributed in the Split-Off (the “ Excess Shares ”), then MetLife shall distribute the Excess Shares to its securityholders through one or more transactions (the “ Additional Divestiture Transactions ”) consisting only of: (a) possibly one or more public or private exchanges of Debt Securities for Excess Shares (the “ Debt Exchanges ”) and/or (b) possibly one or more additional split-off transactions (the “ Additional Split-Offs ”), such that, after completion of the Additional Divestiture Transactions, MetLife shall no longer hold any of the Excess Shares (the “ Divestiture ”);

 

WHEREAS, the Board of Directors of RGA, upon the recommendation of the RGA Special Committee (as defined herein), has determined that it is in the best interests of RGA and the RGA Shareholders (as defined herein) for RGA to engage in the Transactions (as defined herein) and, subject to the terms and conditions of this Agreement, has resolved to recommend that the RGA Shareholders approve the Transactions (including the Recapitalization) and adopt this Agreement and the Amended and Restated RGA Articles of Incorporation;

 

WHEREAS, MetLife has received the IRS Ruling (as defined herein) (i) to the effect that the Divestiture will be, to the extent set forth therein, a tax-free distribution within the meaning of Section 355 of the Code (as defined herein) and (ii) regarding certain matters under Section 382 of the Code and the Treasury Regulations (as defined herein) promulgated thereunder; and

 

WHEREAS, each of MetLife and RGA has determined that it is necessary and desirable to set forth the principal corporate transactions required to effect the Transactions, and to set forth other agreements that will govern certain other matters following completion of the different stages of the Transactions.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, the parties hereby agree as follows:

 

ARTICLE I

 

DEFINITIONS

 

Section  1.1   General.   As used in this Agreement, the following terms shall have the following meanings:

 

“ 2003 Registration Rights Agreement ” shall have the meaning set forth in Section 7.15(l).

 

“ Acceptance Time ” shall have the meaning set forth in Section 3.1(f); provided that solely for purposes of Section 4.2, Section 4.4 (and the respective Annexes as interpreted in accordance therewith), Section 5.7(f), Section 5.7(g), Section 6.7(f) and Section 6.7(g), “Acceptance Time” shall mean the time of acceptance for payment and exchange of the applicable Excess Shares with respect to any Public Debt Exchange or an Additional Split-Off, as applicable.

 

“ Action ” shall mean any action, suit, arbitration, inquiry, proceeding or investigation by or before any court, any governmental or other regulatory or administrative agency, body or commission or any arbitration tribunal.

 

“ Additional Divestiture Date ” shall mean the first anniversary of the Acceptance Time of the Split-Off.

 

“ Additional Divestiture Transactions ” shall have the meaning set forth in the recitals.

 

“ Additional Split-Off Documents ” shall mean the Form S-4 for an Additional Split-Off, including a prospectus to be used for the Additional Split-Off and such other documents as the parties mutually agree are necessary or appropriate to effect such Additional Split-Off.

 

“ Additional Split-Offs ” shall have the meaning set forth in the recitals.

 

“ Affiliate ” shall mean, when used with respect to a specified Person, another Person that controls, is controlled by, or is under common control with the Person specified; provided , however , that RGA and its Subsidiaries shall not be considered to be “Affiliates” of MetLife, and MetLife and its Subsidiaries (other than RGA and its Subsidiaries) shall not be considered to be “Affiliates” of RGA. As used herein, “ control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities or other interests, by contract or otherwise.

 

“ Agreement ” shall have the meaning set forth in the preamble.

 

“ Alternative Meeting ” shall have the meaning set forth in Section 7.2(c).

 

“ Alternative Proposal ” shall mean any inquiry, proposal or offer from any Person (other than RGA, MetLife or their respective Subsidiaries) relating to any (a) acquisition of assets of RGA and its Subsidiaries equal to 25% or more of RGA’s consolidated assets or to which 25% or more of RGA’s revenues or earnings on a consolidated basis are attributable, (b) acquisition of 25% or more of the outstanding RGA Common Stock (other than any acquisition by underwriters or initial purchasers in connection with the issuance of RGA Common Equity-Based Securities permitted under Section 7.14), (c) tender offer or exchange offer that if consummated would result in any Person beneficially owning 25% or more of the outstanding RGA Common Stock or (d) merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving RGA; in each case, other than the Transactions.

 

“ Amended and Restated RGA Articles of Incorporation ” shall have the meaning set forth in the recitals.

 

“ Amended and Restated RGA Bylaws ” shall have the meaning set forth in Section 2.1.

 

“ Authorization ” shall have the meaning set forth in Section 5.9.

 

“ Broker-Dealer Subsidiary ” shall have the meaning set forth in Section 6.17.

 

“ Business Day ” shall have the meaning given to such term under Rule 13e-4(a)(3) under the Exchange Act.

“ Closing Date ” shall have the meaning set forth in Section 2.2.

 

“ Code ” shall mean the Internal Revenue Code of 1986, as amended.

 

“ Commencement Date ” shall mean the date on which the Offer shall be commenced within the meaning set forth in Rule 13e-4(a)(4) under the Exchange Act; provided that solely for purposes of Section 4.2, Section 4.4 and Section 7.1(b) (and the respective Annexes as interpreted in accordance therewith), “Commencement Date” shall mean the date on which the tender offer with respect to an Additional Split-Off is commenced within the meaning set forth in Rule 13e-4(a)(4) under the Exchange Act and the date on which the tender offer with respect to a Public Debt Exchange is first published, sent or given to MetLife securityholders, as applicable.

 

“ Comparison Date ” shall have the meaning set forth in Section 3.2(a).

 

“ Contract ” shall have the meaning set forth in Section 5.3(a).

 

“ Conversion ” shall mean a conversion of the RGA Class B Common Stock into RGA Class A Common Stock pursuant to the Amended and Restated RGA Articles of Incorporation and applicable state law, or any other transaction (including a recapitalization, merger or otherwise) resulting in the unification of the RGA Class A Common Stock and the RGA Class B Common Stock into a single class of common stock of RGA or the conversion of the RGA Class B Common Stock into RGA Class A Common Stock.

 

“ Covered Persons ” shall have the meaning set forth in Section 7.17.

 

“ D&O Insurance ” shall have the meaning set forth in Section 7.17.

 

“ Debt Exchanges ” shall have the meaning set forth in the recitals.

 

“ Debt Securities ” shall mean outstanding debt instruments or securities issued by MetLife with an initial term of at least 10 years, including the 6.125% senior notes due December 2011, issued on November 27, 2001, the 5.375% senior notes due December 2012, issued on December 10, 2002, and the 5.00% senior notes due November 2013, issued on November 24, 2003.

 

“ Deloitte & Touche ” shall mean Deloitte & Touche LLP.

 

“ Demand End Date ” shall mean the later of the Additional Divestiture Date and the first anniversary of the completion of the Debt Exchange; provided , however , that, if the Debt Exchange has not been completed on or before the Additional Divestiture Date, the Demand End Date shall mean the first anniversary of the Additional Divestiture Date; and provided , further , that, if RGA shall exercise the RGA Registration Blackout Right on one or more occasions, then the Demand End Date shall be extended by a number of additional days equal to the sum of all days during the applicable Registration Blackout Periods.

 

“ Demand Notice ” shall have the meaning set forth in Section 7.15(a).

 

“ Demand Registration ” shall have the meaning set forth in Section 7.15(a).

 

“ Deposited Shares ” shall have the meaning set forth in Section 2.3.

 

“ Determination Date ” shall mean the earlier of (a) the termination of this Agreement in accordance with its terms or (b) the 90th day following the Acceptance Time of the Split-Off.

 

“ Discretionary Delay ” shall have the meaning set forth in Section 3.2(c).

 

“ Divestiture ” shall have the meaning set forth in the recitals.

 

“ End Date ” shall mean the earlier of (a) the first date following the Recapitalization on which MetLife no longer holds any of the Exchange Shares or (b) the Additional Divestiture Date.

 

“ Excess Shareholders ” shall have the meaning set forth in Section 7.16.

 

“ Excess Shares ” shall have the meaning set forth in the recitals.

 

“ Exchange Act ” shall mean the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

 

“ Exchange Ratio ” shall have the meaning set forth in Section 3.1(a)(iii).

 

“ Exchange Shares ” shall have the meaning set forth in the recitals.

“ Excluded Representations ” shall mean the MetLife Excluded Representations together with the RGA Excluded Representations.

 

“ Expiration Time ” shall have the meaning set forth in Section 3.1(e).

 

“ Form 8-A ” shall mean a RGA registration statement on Form 8-A, including all amendments thereto, pursuant to which the RGA Class A Common Stock or the RGA Class B Common Stock, as applicable, shall be registered under the Exchange Act.

 

“ Form S-4 ” shall have the meaning set forth in Section 3.1(b); provided that for purposes of Articles V and VI, “Form S-4” shall mean the applicable registration statement on Form S-4 at the time that it becomes effective, as amended, updated, modified, supplemented or superseded, including any information deemed included therein pursuant to Rule 424 or Rule 430C under the Securities Act.

 

“ Frustrating Transactions ” shall have the meaning set forth in Section 7.12(a).

 

“ GAAP ” shall mean U.S. generally accepted accounting principles as in effect as of the date hereof.

 

“ General American ” shall have the meaning set forth in the recitals.

 

“ Governmental Authority ” shall mean any federal, state, local, foreign or international court, government, department, commission, board, bureau, agency, official or other regulatory, administrative or governmental authority.

 

“ HSR Act ” shall have the meaning set forth in Section 5.4.

 

“ Indemnified Party ” shall have the meaning set forth in Section 8.4(a).

 

“ Indemnifying Party ” shall have the meaning set forth in Section 8.4(a).

 

“ Investment Advisor Subsidiary ” shall have the meaning set forth in Section 6.17.

 

“ Investment Company Act ” shall have the meaning set forth in Section 5.10.

 

“ IRS ” shall mean the Internal Revenue Service.

 

“ IRS Ruling ” shall mean the private letter ruling issued by the IRS, dated March 14, 2008, pursuant to the IRS Ruling Request.

 

“ IRS Ruling Request ” shall mean the request for rulings submitted by MetLife and RGA to the IRS, dated September 11, 2007, including the exhibits attached thereto, and all other submissions, documents, materials or other information, submitted to the IRS in connection with such request for rulings.

 

“ Launch Delay ” shall have the meaning set forth in Section 3.2(a).

 

“ Law ” shall mean any federal, state, local or foreign law (including common law), statute, ordinance, rule, regulation, judgment, code, order, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Authority.

 

“ Liens ” shall mean mortgages, pledges, hypothecations, liens, charges, claims, security interests, indentures, deeds of trust, charges, adverse claims, options, equitable interests, restrictions, easements, title defects, title retention agreements, voting trust agreements, or other encumbrance of any kind, including any restriction on the right to use, transfer, vote, receive income, sell or otherwise dispose of stock, other than any Lien created pursuant to this Agreement.

 

“ Lock-up Period ” shall have the meaning set forth in Section 7.14(a).

 

“ Losses ” shall mean all losses, costs, charges, expenses (including interest and penalties due and payable with respect thereto and reasonable attorneys’ and other professional fees and expenses in connection with any Action whether involving a third-party claim or any claim solely between the parties hereto), obligations, liabilities, settlement payments, awards, judgments, fines, penalties, damages, demands, claims, assessments or deficiencies, in any such case, arising out of, attributable to or resulting from the Transactions.

 

“ Market Disruption Event ” shall mean the occurrence or existence of any of the following events or sets of circumstances:

 

(a) trading in securities generally on the NYSE, the American Stock Exchange, the Nasdaq Stock Market or any other national securities, futures or options exchange or in the over-the-counter market, or

trading in any of MetLife Common Stock, RGA Common Stock or any Recapitalized Shares (or any options or futures contracts related to such securities) on any exchange or in the over-the-counter market, is suspended or the settlement of such trading generally is materially disrupted or minimum prices are established on any such exchange or such market by the SEC, by such exchange or market, or by any other regulatory body or Governmental Authority having jurisdiction;

 

(b) a material disruption or banking moratorium occurs or has been declared in commercial banking or securities settlement or clearance services in the United States;

 

(c) there is such a material adverse change in general U.S. domestic or international economic, political or financial conditions, including as a result of terrorist activities, or the effect of international conditions on the financial markets in the United States (in each case, as compared to conditions on the date hereof), so as to make it materially impracticable to proceed with the Offer (in the case of the Offer) or the acquisition of Debt Securities by the Participating Banks or the offer and sale of the RGA Class B Common Stock in connection with any Debt Exchange (in the case of a Private Debt Exchange); or

 

(d) an event occurs and is continuing as a result of which the offering documents contemplated by this Agreement would contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and either (i) the public disclosure of that event at such time would have a material adverse effect on MetLife’s business or RGA’s business or (ii) the disclosure relates to a previously undisclosed proposed or pending material business transaction, the public disclosure of which would impede MetLife’s or RGA’s ability to consummate such transaction.

 

“ MetLife ” shall have the meaning set forth in the preamble.

 

“ MetLife Approvals ” shall have the meaning set forth in Section 6.16.

 

“ MetLife Blackout Right ” shall have the meaning set forth in Section 3.1(a)(ii).

 

“ MetLife Common Stock ” shall have the meaning set forth in the recitals.

 

“ MetLife Disclosure Documents ” means each of the documents filed by MetLife with the SEC in connection with the applicable Transactions, including pursuant to Rule 165 or Rule 425 of the Securities Act, and any other documents filed by MetLife with the SEC and incorporated into the Form S-4, the S-4 Prospectuses, the Split-Off Documents and, if applicable, the Public Debt Exchange Documents and/or the Additional Split-Off Documents.

 

“ MetLife Disclosure Schedule ” shall have the meaning set forth in the first paragraph of Article VI.

 

“ MetLife Excluded Representations ” shall have the meaning set forth in the first paragraph of Article VI.

 

“ MetLife Filings ” shall have the meaning set forth in Section 6.21.

 

“ MetLife Holding Subsidiary ” shall have the meaning set forth in Section 6.5.

 

“ MetLife Indemnified Documents ” means each Form S-4, S-4 Prospectus, Proxy Statement/Prospectus, Split-Off Document, Split-Off Prospectus, Additional Split-Off Document, Public Debt Exchange Document, MetLife Disclosure Document, and any amendment or supplement thereto, including any document filed or required to be filed by RGA in connection with the Transactions pursuant to Rule 165 or Rule 425 of the Securities Act.

 

“ MetLife Indemnified Parties ” shall have the meaning set forth in Section 8.2.

 

“ MetLife Insurance Subsidiary ” means each Significant Subsidiary of MetLife that is required to be organized or licensed as an insurance company in its jurisdiction of incorporation.

 

“ MetLife Material Adverse Effect ” shall mean any change, effect, event, occurrence or development that, individually or in the aggregate, is resulting, has resulted, or would reasonably be expected to result in a material adverse effect on the business, financial condition, equity reserves, surplus or results of operations of MetLife and its Subsidiaries, taken as a whole, or on the ability of MetLife to perform its obligations under this Agreement or to consummate the Recapitalization and the Split-Off by the Termination Date.

 

“ MetLife Required Consents ” shall have the meaning set forth in Section 6.4.

“ MetLife Stockholders ” shall mean holders of MetLife Common Stock.

 

“ MetLife Superior Proposal ” shall mean a bona fide written Alternative Proposal by the Person described on Section 1.1(b) of the MetLife Disclosure Schedule for 90% or more of the RGA Common Stock held by MetLife and its Subsidiaries (including such an Alternative Proposal that is part of an Alternative Proposal for 50% or more of the outstanding RGA Common Stock) on terms that the Board of Directors of MetLife determines in good faith, after consultation with MetLife’s financial and outside legal advisors, is more favorable to MetLife than the Transactions.

 

“ MetLife Tax Certificates ” shall mean the certificates of an officer of MetLife, dated as of the Closing Date, provided to Wachtell, Lipton, Rosen & Katz in connection with the Tax Opinion, substantially in the form attached to the MetLife Disclosure Schedule.

 

“ MGBCL ” shall mean the General and Business Corporation Law of the State of Missouri.

 

“ Minimum Condition ” shall mean a number of shares of MetLife Common Stock that results in the distribution of no less than 90% of the Exchange Shares in the Split-Off, unless RGA shall consent to a lower Minimum Condition.

 

“ NYSE ” shall mean the New York Stock Exchange.

 

“ Offer ” shall have the meaning set forth in the recitals; provided that solely for purposes of Section 4.2, Section 4.4 and Section 7.1(b) (and the respective Annexes as interpreted in accordance therewith), “Offer” shall mean the offer with respect to a Public Debt Exchange or an Additional Split-Off, as applicable.

 

“ Participating Banks ” shall mean such investment banks that engage in any Debt Exchange with MetLife.

 

“ Person ” shall mean any natural person, corporation, partnership, limited liability company, business trust, joint venture, association, company, other entity or government, or any agency or political subdivision thereof.

 

“ Piggyback Registration ” shall have the meaning set forth in Section 7.15(d).

 

“ Private Debt Exchange ” shall have the meaning set forth in Section 4.2(a).

 

“ Proxy Statement/Prospectus ” shall have the meaning set forth in Section 3.1(b); provided that, for purposes of Articles V and VI, “Proxy Statement/Prospectus” shall mean the proxy statement/prospectus contained in the applicable Form S-4 at the time it is declared effective, as amended, updated, modified, supplemented or superseded, including any information deemed included therein pursuant to Rule 424 or Rule 430C under the Securities Act.

 

“ Public Debt Exchange ” shall have the meaning set forth in Section 4.2(a).

 

“ Public Debt Exchange Documents ” shall mean the Form S-4 for a Public Debt Exchange, including a prospectus to be used for the Public Debt Exchange and such other documents as the parties mutually agree are necessary or appropriate to effect such Public Debt Exchange.

 

“ Recapitalization ” shall have the meaning set forth in the recitals.

 

“ Recapitalized Shares ” shall mean the RGA Class A Common Stock and the RGA Class B Common Stock.

 

“ Recently Acquired Stock ” shall mean the 3,000,000 shares of RGA Common Stock that were acquired by MetLife or any of its Subsidiaries in the fourth quarter of 2003, and, after the Recapitalization, the 3,000,000 shares of RGA Class A Common Stock into which such shares shall have been reclassified.

 

“ Registrable Securities ” shall have the meaning set forth in Section 7.15(a).

 

“ Registration Blackout Period ” shall have the meaning set forth in Section 7.15(c).

 

“ Registration Expenses ” shall have the meaning set forth in Section 7.15(k).

 

“ Remaining RGA Stock ” shall mean, as of any time, any Exchange Shares continued to be held by MetLife or any of its Subsidiaries as of such time.

 

“ Representatives ” shall have the meaning set forth in Section 7.2(a).

 

“ Required Consents ” shall mean both the RGA Required Consents and the MetLife Required Consents.

“ Restraint ” shall mean any Law, temporary restraining order, preliminary or permanent injunction, judgment or ruling enacted, promulgated, issued or entered by any Governmental Authority.

 

“ RGA ” shall have the meaning set forth in the preamble.

 

“ RGA Adverse Recommendation Change ” shall have the meaning set forth in Section 7.2(b).

 

“ RGA Approvals ” shall have the meaning set forth in Section 5.15.

 

“ RGA Blackout Right ” shall have the meaning set forth in Section 3.1(a)(ii).

 

“ RGA Board Recommendation ” shall have the meaning set forth in Section 5.2(b).

 

“ RGA Class A Common Stock ” shall mean the Class A common stock of RGA, including any related preferred stock purchase rights, having the relative powers, preferences, rights, qualifications, limitations and restrictions attaching to such class of common stock as specified in the Amended and Restated RGA Articles of Incorporation, as it may be amended from time to time (it being understood that if RGA Class A Common Stock, as a class, shall be reclassified, exchanged or converted into another security (including as a result of the Conversion, merger, consolidation or otherwise), each reference to RGA Class A Common Stock in this Agreement shall refer to such other security into which the RGA Class A Common Stock was reclassified, exchanged or converted.

 

“ RGA Class B Common Stock ” shall mean the Class B common stock of RGA, including any related preferred stock purchase rights, having the relative powers, preferences, rights, qualifications, limitations and restrictions attaching to such class of common stock as specified in the Amended and Restated RGA Articles of Incorporation, as it may be amended from time to time (it being understood that if RGA Class B Common Stock, as a class, shall be reclassified, exchanged or converted into another security (including as a result of the Conversion, merger, consolidation or otherwise), each reference to RGA Class B Common Stock in this Agreement shall refer to such other security into which the RGA Class B Common Stock was reclassified, exchanged or converted).

 

“ RGA Common Equity-Based Securities ” shall have the meaning set forth in Section 7.14(a).

 

“ RGA Common Stock ” shall have the meaning set forth in the recitals and shall mean, after the Recapitalization, the Recapitalized Shares.

 

“ RGA Disclosure Documents ” means each of the documents filed by RGA with the SEC in connection with the applicable Transactions, including pursuant to Rule 165 or Rule 425 of the Securities Act, and any other documents filed by RGA with the SEC and incorporated into the Form S-4, the S-4 Prospectuses, the Split-Off Documents and, if applicable, the Public Debt Exchange Documents and/or the Additional Split-Off Documents.

 

“ RGA Disclosure Schedule ” shall have the meaning set forth in the first paragraph of Article V.

 

“ RGA Excluded Representations ” shall have the meaning set forth in the first paragraph of Article V.

 

“ RGA Filings ” shall have the meaning set forth in Section 5.18.

 

“ RGA Indemnified Documents ” means each Form S-4, S-4 Prospectus, Proxy Statement/Prospectus, Split-Off Document, Split-Off Prospectus, Additional Split-Off Document, Public Debt Exchange Document, RGA Disclosure Document, and any amendment or supplement thereto, including any document filed or required to be filed by MetLife in connection with the Transactions pursuant to Rule 165 or Rule 425 of the Securities Act.

 

“ RGA Indemnified Parties ” shall have the meaning set forth in Section 8.3.

 

“ RGA Insurance Subsidiary ” shall mean each Signif