BERKLEY W R CORP CT false 0000011544 0000011544 2021-03-09 2021-03-09 0000011544 us-gaap:CommonStockMember 2021-03-09 2021-03-09 0000011544 wrb:M5.750SubordinatedDebenturesDue2056Member 2021-03-09 2021-03-09 0000011544 wrb:M5.700SubordinatedDebenturesDue2058Member 2021-03-09 2021-03-09 0000011544 wrb:M5.100SubordinatedDebenturesDue2059Member 2021-03-09 2021-03-09 0000011544 wrb:M4.250SubordinatedDebenturesDue2060Member 2021-03-09 2021-03-09 0000011544 wrb:M4.125SubordinatedDebenturesDue2061Member 2021-03-09 2021-03-09

 

 

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): March 9, 2021

Commission File Number 1-15202

 

 

W. R. BERKLEY CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   22-1867895

(State or other jurisdiction of

incorporation or organization)

  (I.R.S. Employer
Identification No.)

 

475 Steamboat Road   Greenwich   Connecticut   06830
(Address of principal executive offices)       (Zip Code)

(203) 629-3000

(Registrant’s telephone number, including area code)

None

Former name, former address and former fiscal year, 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 registrant 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))

Securities registered pursuant to Section 12(b) of the Act:

 

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
5.750% Subordinated Debentures due 2056   WRB-PD   New York Stock Exchange
5.700% Subordinated Debentures due 2058   WRB-PE   New York Stock Exchange
5.100% Subordinated Debentures due 2059   WRB-PF   New York Stock Exchange
4.250% Subordinated Debentures due 2060   WRB-PG   New York Stock Exchange
4.125% Subordinated Debentures due 2061   WRB-PH   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 March 9, 2021, W. R. Berkley Corporation (the “Company”) agreed to sell $400 million aggregate principal amount of its 3.550% Senior Notes due 2052 (the “Notes”). The Notes were offered pursuant to the Prospectus Supplement dated March 9, 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 March 16, 2021, subject to customary closing conditions.

On March 9, 2021, the Company entered into an underwriting agreement with BofA Securities, Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as underwriters, with respect to the offer and sale of the Notes. A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated by reference herein.

 

Item 9.01

Financial Statements and Exhibits.

The exhibit to this report is incorporated by reference into Registration Statement (No. 333- 249950) filed by the Company.

(d) Exhibits

 

  1.1    Underwriting Agreement, dated as of March 9, 2021, between the Company and BofA Securities, Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as underwriters.
23.1    Consent of Independent Registered Public Accounting Firm.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

- 2 -


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: March 12, 2021