UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On September 9, 2020, W. R. Berkley Corporation (the “Company”) closed its public offering of $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 terms of the Notes are set forth in the Indenture, dated as of May 12, 2020 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of May 12, 2020 (the “Supplemental Indenture”), each between the Company and The Bank of New York Mellon, as trustee (the “Trustee”). The net proceeds of the offering will be used to redeem, in part, the Debentures (as defined below) as described in Item 8.01.
The foregoing descriptions of the Base Indenture, the Supplemental Indenture and the Notes are qualified in their entirety by reference to the terms of such documents, which are filed hereto as Exhibits 4.1, 4.2 and 4.3 respectively, and incorporated herein by reference.
On September 9, 2020, Willkie Farr & Gallagher LLP, counsel to the Company, issued an opinion and consent (attached hereto as Exhibits 5.1 and 23.1, respectively, and incorporated herein by reference) as to the validity of the Notes.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.
| Item 8.01 | Other Events. |
On September 9, 2020, the Company directed the Trustee to issue a notice to the holders of the Company’s 5.625% Subordinated Debentures due 2053 (the “Debentures”) regarding the Company’s exercise of its option to redeem the Debentures in part pursuant to Article XI of the Indenture, dated as of May 2, 2013, between the Company and the Trustee and Section 2.9 of the First Supplemental Indenture, dated as of May 2, 2013, between the Company and the Trustee. Pursuant to such notice, the Company will redeem $200,000,000 of the aggregate principal amount of the Debentures on October 9, 2020 at a redemption price equal to such principal amount plus accrued and unpaid interest thereon (including compounded interest, if any) to, but excluding, the redemption date. On the redemption date, such redemption price will become due and payable. Interest on the principal amount of the Debentures to be redeemed shall cease to accrue on and after the redemption date.
| Item 9.01 | Financial Statements and Exhibits. |
The exhibits to this report are incorporated by reference into the Registration Statement (No. 333-221559) filed by the Company.
(d) Exhibits
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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: September 9, 2020