W. R. BERKLEY CORPORATION (NYSE:WRB) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On March26, 2018, W. R. Berkley Corporation (the “Company”) closed its public offering of $175 million aggregate principal amount of its 5.70% Subordinated Debentures due 2058 (the “Securities”). The terms of the Securities are set forth in the Subordinated Indenture, dated as of March26, 2018 (the “Subordinated Indenture”), as supplemented and amended by the First Supplemental Indenture, dated as of March26, 2018 (together with the Subordinated Indenture, the “Indenture”), each between the Company and The Bank of New York Mellon, as trustee (the “Trustee”). In addition, the underwriters have an option, exercisable until April18, 2018, to purchase up to an additional $26.25million aggregate principal amount of the Securities solely to cover overallotments, if any.
The foregoing descriptions of the Indenture and the Securities 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 March26, 2018, 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 Securities.
| Item 1.01 | 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 | Subordinated Indenture, dated as of March26, 2018, between the Company and the Trustee. |
| 4.2 | First Supplemental Indenture, dated as of March26, 2018, between the Company and the Trustee, including the form of the Securities attached as Exhibit A thereto. |
| 5.1 | Opinion of Willkie Farr& Gallagher LLP regarding the validity of the Securities. |
| 23.1 | Consent of Willkie Farr& Gallagher LLP (included in Exhibit 5.1). |
EXHIBIT INDEX
Exhibit:
BERKLEY W R CORP ExhibitEX-4.1 2 d542041dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 SUBORDINATED INDENTURE W. R. BERKLEY CORPORATION,…To view the full exhibit click here
About W. R. BERKLEY CORPORATION (NYSE:WRB)
W. R. Berkley Corporation is an insurance holding company. The Company operates in the three segments of the property casualty insurance business: Insurance-Domestic, Insurance-International and Reinsurance-Global. Its Insurance-Domestic segment includes commercial insurance business, including excess and surplus lines and admitted lines, primarily throughout the United States. Its Insurance-Domestic operating units underwrite commercial insurance business primarily throughout the United States. The Company’s Insurance-International segment includes insurance business primarily in the United Kingdom, Continental Europe, South America, Canada, Scandinavia, Asia and Australia. The Company’s Reinsurance-Global segment includes reinsurance business on a facultative and treaty basis, primarily in the United States, United Kingdom, Continental Europe, Australia, the Asia-Pacific Region and South Africa.
