UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities registered pursuant to Section 12(b) of the Act:
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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. ☐
| W. R. Berkley Corporation |
2 |
| Item 1.01 | Entry into a Material Definitive Agreement. |
On May 5, 2020, W. R. Berkley Corporation (the “Company”) agreed to sell $300 million aggregate principal amount of its 4.00% Senior Notes due 2050 (the “Notes”). The Notes were offered pursuant to the Prospectus Supplement dated May 5, 2020 (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 May 12, 2020, subject to customary closing conditions.
On May 5, 2020, the Company entered into an underwriting agreement with BofA Securities, Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as underwriters, with respect to the offer and sale of the Notes. A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto.
| Item 9.01 | Financial Statements and Exhibits. |
The exhibit to this report is incorporated by reference into Registration Statement (No. 333-221559) filed by the Company.
(d) Exhibits
| 1.1 |
Underwriting Agreement, dated as of May 5, 2020, between the Company and BofA Securities, Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as underwriters. | |||
| 104 |
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
EXHIBIT INDEX
Exhibit:
| 1.1 |
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| 104 |
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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: May 6, 2020