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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): September 1, 2020

Commission File Number 1-15202

 

 

W. R. BERKLEY CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware     22-1867895

(State or other jurisdiction of

incorporation or organization)

   

(I.R.S. Employer

Identification No.)

475 Steamboat Road   Greenwich   Connecticut   06830
(Address of principal executive offices)       (Zip Code)

(203) 629-3000

(Registrant’s telephone number, including area code)

None

Former name, former address and former fiscal year, 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 registrant 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-PB    New York Stock Exchange
5.90% Subordinated Debentures due 2056    WRB-PC    New York Stock Exchange
5.75% Subordinated Debentures due 2056    WRB-PD    New York Stock Exchange
5.70% Subordinated Debentures due 2058    WRB-PE    New York Stock Exchange
5.10% Subordinated Debentures due 2059    WRB-PF    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 September 1, 2020, W. R. Berkley Corporation (the “Company”) agreed to sell $170 million aggregate principal amount of its 4.00% Senior Notes due 2050 (the “Notes”). The Notes constitute a further issuance of the Company’s 4.00% Senior Notes due 2050, of which $300 million aggregate principal amount was issued on May 12, 2020. The Notes were offered pursuant to the Prospectus Supplement dated September 1, 2020 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 September 9, 2020, subject to customary closing conditions.

On September 1, 2020, the Company entered into an underwriting agreement with Morgan Stanley & Co. LLC and Credit Suisse Securities (USA) 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 September 1, 2020, between the Company and, Morgan Stanley & Co. LLC and Credit Suisse Securities (USA) LLC, as underwriters.
104    Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

 

- 2 -


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: September 2, 2020