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): May 18, 2016
W. R. BERKLEY CORPORATION
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 1-15202 | | 22-1867895 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
| 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 registrant under any of the following provisions (seeGeneral 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)) |
Item 1.01 Entry into a Material Definitive Agreement.
On May 18, 2016, W. R. Berkley Corporation (the “Company”) agreed to sell $290 million aggregate principal amount of its 5.75% Subordinated Debentures due 2056 (the “Securities”). The Securities were offered pursuant to the Prospectus Supplement dated May 18, 2016 (the “Prospectus Supplement”) to the Prospectus dated November 20, 2014, filed as part of the Registration Statement on Form S-3 (No. 333-200392) that became effective when filed with the Securities and Exchange Commission on November 20, 2014. The offering is expected to close on May 25, 2016, subject to customary closing conditions.
On May 18, 2016, the Company entered into an underwriting agreement with Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, 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.
On May 19, 2016, 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.333-200392) filed by the Company.
(d) Exhibits
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| 1.1 | | Underwriting Agreement, dated as of May 18, 2016, between the Company and Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. |
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| 8.1 | | Tax Opinion of Willkie Farr & Gallagher LLP. |
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| 12.1 | | Computation of Ratio of Earnings to Fixed Charges. |
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| 23.1 | | Consent of Willkie Farr & Gallagher LLP (included in Exhibit 8.1). |
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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.
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| W. R. BERKLEY CORPORATION |
| |
| By: | | /s/ Eugene G. Ballard |
| | Name: | | Eugene G. Ballard |
| | Title: | | Executive Vice President and Chief |
| | | | Financial Officer |
Date: May 19, 2016
EXHIBIT INDEX
Exhibit:
| | |
| 1.1 | | Underwriting Agreement, dated as of May 18, 2016, between the Company and Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, 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. |
| |
| 12.1 | | Computation of Ratio of Earnings to Fixed Charges. |
| |
| 23.1 | | Consent of Willkie Farr & Gallagher LLP (included in Exhibit 8.1). |
