W. R. BERKLEY CORPORATION (NYSE:WRB) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On March19, 2018, W. R. Berkley Corporation (the “Company”) agreed to sell $175.00million aggregate principal amount of its 5.70% Subordinated Debentures due 2058 (the “Securities”). The Securities were offered to the Prospectus Supplement dated March19, 2018 (the “Prospectus Supplement”) to the Prospectus dated November14, 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 November14, 2017. The offering is expected to close on March26, 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 $26.25million aggregate principal amount of the Securities solely to cover overallotments, if any.
On March19, 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 March19, 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 1.01 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 March19, 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). |
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EXHIBIT INDEX
Exhibit:
BERKLEY W R CORP ExhibitEX-1.1 2 d537431dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 EXECUTION VERSION $175,…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.