8-K 1 wr40497532a.htm FORM 8K



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): February 3, 2021
 _________________________________
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))
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
5.9% 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
4.25% Subordinated Debentures due 2060
 
WRB-PG
 
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 February 3, 2021, W. R. Berkley Corporation (the “Company”) agreed to sell $300 million aggregate principal amount of its 4.125% Subordinated Debentures due 2061 (the “Securities”).  The Securities were offered pursuant to the Prospectus Supplement dated February 3, 2021 (the “Prospectus Supplement”) to the Prospectus dated November 6, 2020, filed as part of the Registration Statement on Form S-3 (No. 333-249950) that became effective when filed with the Securities and Exchange Commission on November 6, 2020.  The offering is expected to close on February 10, 2021, subject to customary closing conditions.
On February 3, 2021, 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 and is incorporated by reference herein.
On February 4, 2021, 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. 333‑249950) filed by the Company.
(d)  Exhibits

1.1

8.1

23.1

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:  February 4, 2021