UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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 19, 2018
W. R. BERKLEY CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-15202 | 22-1867895 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
| 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 Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrants 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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
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 Rule12b-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 19, 2018, W. R. Berkley Corporation (the “Company”) agreed to sell $175.00 million aggregate principal amount of its 5.70% Subordinated Debentures due 2058 (the “Securities”). The Securities were offered pursuant to the Prospectus Supplement dated March 19, 2018 (the “Prospectus Supplement”) to the Prospectus dated November 14, 2017, filed as part of the Registration Statement on FormS-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 March 26, 2018, subject to customary closing conditions. In addition, the Company has granted the underwriters an option, exercisable for 30 days from the date of the Prospectus Supplement, to purchase up to an additional $26.25 million aggregate principal amount of the Securities solely to cover overallotments, if any.
On March 19, 2018, 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 March 19, 2018, 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 March 19, 2018, 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). | |
-2-
EXHIBIT INDEX
Exhibit:
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: | Senior Vice President – Chief Financial Officer and Treasurer | |||
Date: March 20, 2018