UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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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 May 12, 2020, W. R. Berkley Corporation (the “Company”) closed its public offering of $300 million aggregate principal amount of its 4.00% Senior Notes due 2050 (the “Notes”). The terms of the Notes are set forth in the Indenture, relating to Senior Debt Securities, dated as of May 12, 2020 (the “Base Indenture”), as supplemented and amended by the First Supplemental Indenture, dated as of May 12, 2020 (together with the Base 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 Notes 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 May 12, 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 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
| 4.1 |
Indenture, dated as of May 12, 2020, between the Company and the Trustee. | |||
| 4.2 |
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| 5.1 |
Opinion of Willkie Farr & Gallagher LLP regarding the validity of the Notes. | |||
| 23.1 |
Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.1). | |||
| 104 |
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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: May 12, 2020