Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Relating to Preliminary Prospectus Supplement dated
February 3, 2021 to Prospectus dated November 6, 2020
Registration Statement No. 333-249950
February 3, 2021
W. R. Berkley Corporation
$300,000,000
4.125% SUBORDINATED DEBENTURES DUE 2061
$300,000,000
4.125% SUBORDINATED DEBENTURES DUE 2061
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Issuer:
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W. R. Berkley Corporation
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Securities:
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4.125% Subordinated Debentures due 2061
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Security Type:
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Subordinated Debentures
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Anticipated Ratings*:
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Moody’s: Baa2 (Stable) / S&P: BBB- (Stable)
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Minimum Denominations:
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$25 and integral multiples of $25 in excess thereof.
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Trade Date:
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February 3, 2021
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Settlement Date (T+5)**:
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February 10, 2021
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Maturity Date:
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March 30, 2061
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Underwriting Discount:
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$0.7875 per debenture sold to retail investors and $0.50 per debenture sold to institutional investors.
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Principal Amount:
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$300,000,000
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Proceeds (after underwriting discount and before expenses):
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$293,942,500
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Price to Public:
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$25 plus accrued interest, if any, from February 10, 2021 to the date of delivery.
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Coupon:
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4.125%
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Interest Payment Dates:
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March 30, June 30, September 30 and December 30 of each year, commencing on March 30, 2021.
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Record Dates:
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Interest payments on the debentures will be made to the holders of record at the close of business on March 15, June 15, September 15 or December 15, as the case may be, immediately preceding such March 30,
June 30, September 30 or December 30, whether or not a business day.
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Optional Interest Deferral:
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The Issuer has the right on one or more occasions to defer the payment of interest on the debentures for up to five consecutive years (each such period, an “optional deferral period”). During an optional
deferral period, interest will continue to accrue at the interest rate on the debentures, compounded quarterly as of each interest payment date to the extent permitted by applicable law.
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Optional Redemption:
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The Issuer may elect to redeem the debentures:
● in whole at any time or in part from time to time on or after March 30, 2026, at a redemption price equal to their principal amount plus accrued and unpaid interest to, but
excluding, the date of redemption; provided that if the debentures are not redeemed in whole, at least $25 million aggregate principal amount of the debentures must remain outstanding after giving
effect to such redemption;
● in whole, but not in part, at any time prior to March 30, 2026, within 90 days of the occurrence of a “tax event” at a redemption price equal to their principal amount plus
accrued and unpaid interest to, but excluding, the date of redemption; or
● in whole, but not in part, at any time prior to March 30, 2026, within 90 days of the occurrence of a “rating agency event” at a redemption price equal to 102% of their principal
amount plus any accrued and unpaid interest to, but excluding, the date of redemption.
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Use of Proceeds:
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The Issuer intends to use the net proceeds from this offering to redeem the $110 million aggregate principal amount of its 5.900% Subordinated Debentures due 2056, with the remaining balance for general
corporate purposes.
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CUSIP; ISIN:
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084423 870; US0844238701
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Joint Book-Running Managers:
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Morgan Stanley & Co. LLC
BofA Securities, Inc.
UBS Securities LLC
Wells Fargo Securities, LLC
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Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time. Each credit rating should be evaluated independently of any other credit rating.
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Note: Under Rule 15c6-1 under the Securities Exchange Act, trades in the secondary market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to
trade the notes on the date of pricing, and the next two succeeding business days, will be required, by virtue of the fact that the notes initially settle in T+5, to specify an alternate settlement arrangement at the time of any such trade to
prevent a failed settlement. Purchasers of the notes who wish to trade the notes during such period should consult their advisors.
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No PRIIPs KID — No PRIIPs key information document (KID) has been prepared as not available to retail in EEA.
No UK PRIIPs KID – No PRIIPs key information document (KID) has been prepared as not available to retail in UK.
The Issuer has filed a registration statement, including a prospectus, with the Securities and Exchange Commission for the offering to which this
communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the Securities and Exchange Commission for more complete information about the Issuer and this
offering. You may get these documents for free by visiting EDGAR on the Securities and Exchange Commission’s website at www.sec.gov. Alternatively, the joint book-running managers will arrange to send you the prospectus if you request it by calling
or emailing Morgan Stanley & Co. LLC, toll-free at 1-866-718-1649 or prospectus@morganstanley.com, BofA Securities, Inc., toll-free at 1-800-294-1322 or
dg.prospectus_requests@bofa.com, UBS Securities LLC toll-free at 1-888-827-7275, or Wells Fargo Securities, LLC toll-free at 1-800-645-3751 or wfscustomerservice@wellsfargo.com.