8-K
BERKLEY W R CORP false 0000011544 0000011544 2019-12-09 2019-12-09 0000011544 us-gaap:CommonStockMember 2019-12-09 2019-12-09 0000011544 wrb:SubordinatedDebenturesDue20535.625Member 2019-12-09 2019-12-09 0000011544 wrb:SubordinatedDebenturesDue20565.9Member 2019-12-09 2019-12-09 0000011544 wrb:SubordinatedDebenturesDue20565.75Member 2019-12-09 2019-12-09 0000011544 wrb:SubordinatedDebenturesDue20585.70Member 2019-12-09 2019-12-09

 

 

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): December 9, 2019

 

W. R. BERKLEY CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-15202

 

22-1867895

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

475 Steamboat Road, Greenwich, CT

 

06830

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (203) 629-3000

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

 

Trading

Symbol

 

Name of Each Exchange

on Which Registered

Common Stock, par value $.20 per share

 

WRB

 

New York Stock Exchange

5.625% Subordinated Debentures due 2053

 

WRB B

 

New York Stock Exchange

5.9% Subordinated Debentures due 2056

 

WRB C

 

New York Stock Exchange

5.75% Subordinated Debentures due 2056

 

WRB D

 

New York Stock Exchange

5.70% Subordinated Debentures due 2058

 

WRB E

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

 


Item 1.01 Entry into a Material Definitive Agreement.

On December 9, 2019, W. R. Berkley Corporation (the “Company”) agreed to sell $300 million aggregate principal amount of its 5.10% Subordinated Debentures due 2059 (the “Securities”). The Securities were offered pursuant to the Prospectus Supplement dated December 9, 2019 (the “Prospectus Supplement”) to the Prospectus dated November 14, 2017, filed as part of the Registration Statement on Form S-3 (No. 333-221559) that became effective when filed with the Securities and Exchange Commission on November 14, 2017. The offering is expected to close on December 16, 2019, subject to customary closing conditions.

On December 9, 2019, the Company entered into an underwriting agreement with Morgan Stanley & Co. LLC, BofA Securities, Inc., UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, with respect to the offer and sale of the Securities. A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto.

On December 10, 2019, Willkie Farr & Gallagher LLP, tax counsel to the Company, issued an opinion and consent (attached hereto as Exhibits 8.1 and 23.1, respectively, and incorporated herein by reference) regarding certain U.S. Federal income tax matters in connection with the Securities.

Item 9.01 Financial Statements and Exhibits.

The exhibits to this report are incorporated by reference into Registration Statement (No. 333-221559) filed by the Company.

(d) Exhibits

         
 

  1.1

   

Underwriting Agreement, dated as of December 9, 2019, between the Company and Morgan Stanley & Co. LLC, BofA Securities, Inc., UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.

         
 

  8.1

   

Tax Opinion of Willkie Farr & Gallagher LLP.

         
 

23.1

   

Consent of Willkie Farr & Gallagher LLP (included in Exhibit 8.1).

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EXHIBIT INDEX

Exhibit:

         
 

  1.1

   

Underwriting Agreement, dated as of December 9, 2019, between the Company and Morgan Stanley & Co. LLC, BofA Securities, Inc., UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.

         
 

  8.1

   

Tax Opinion of Willkie Farr & Gallagher LLP.

         
 

23.1

   

Consent of Willkie Farr & Gallagher LLP (included in Exhibit 8.1).

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SIGNATURES

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.

W. R. BERKLEY CORPORATION

     

By:

 

/s/ Richard M. Baio

Name:

 

Richard M. Baio

Title:

 

Executive Vice President –

Chief Financial Officer and Treasurer

Date: December 10, 2019

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