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 21, 2020, W. R. Berkley Corporation (the “Company”) closed its public offering of $250 million aggregate principal amount of its 4.25% Subordinated Debentures due 2060 (the “Securities”). The terms of the Securities are set forth in the Subordinated Indenture, dated as of March 26, 2018 (the “Subordinated Indenture”), as supplemented and amended by the Third Supplemental Indenture, dated as of September 21, 2020 (together with the Subordinated Indenture, the “Indenture”), each between the Company and The Bank of New York Mellon, as trustee (the “Trustee”).
The foregoing descriptions of the Indenture and the Securities are qualified in their entirety by reference to the terms of such documents, which are filed hereto as Exhibits 4.1 and 4.2, respectively, and incorporated herein by reference.
On September 21, 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 Securities.
| 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 21, 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 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 the remaining $150 million aggregate principal amount of the Debentures on October 21, 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 21, 2020
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