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 16, 2020, W. R. Berkley Corporation (the “Company”) agreed to sell $250 million aggregate principal amount of its 4.25% Subordinated Debentures due 2060 (the “Securities”). The Securities were offered pursuant to the Prospectus Supplement dated September 16, 2020 (the “Prospectus Supplement”) to the Prospectus dated November 14, 2017, filed as part of the Registration Statement on Form S-3 (No. 333-221559) that became effective when filed with the Securities and Exchange Commission on November 14, 2017. The offering is expected to close on September 21, 2020, subject to customary closing conditions.
On September 16, 2020, 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 September 17, 2020, 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. 333-221559) filed by the Company.
(d) Exhibits
| 1.1 | Underwriting Agreement, dated as of September 16, 2020, between the Company and Morgan Stanley & Co. LLC, BofA Securities, Inc., UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. | |
| 8.1 | Tax Opinion of Willkie Farr & Gallagher LLP. | |
| 23.1 | Consent of Willkie Farr & Gallagher LLP (included in Exhibit 8.1). | |
| 104 | Cover Page Interactive Data File (embeeded within the Inline XBRL document) | |
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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 17, 2020