Item 1.01 Entry into a Material Definitive Agreement.
On September 16, 2020, W. R. Berkley Corporation (the "Company") agreed to sell
$250 million aggregate principal amount of its 4.25% Subordinated Debentures due
2060 (the "Securities"). The Securities were offered pursuant to the Prospectus
Supplement dated September 16, 2020 (the "Prospectus Supplement") to the
Prospectus dated November 14, 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 November 14, 2017. The offering is
expected to close on September 21, 2020, subject to customary closing
conditions.
On September 16, 2020, the Company entered into an underwriting agreement with
Morgan Stanley & Co. LLC, BofA Securities, Inc., 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 and is incorporated by
reference herein.
On September 17, 2020, 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 September 16, 2020, between the
Company and Morgan Stanley & Co. LLC, BofA Securities, Inc., 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.
23.1 Consent of Willkie Farr & Gallagher LLP (included in Exhibit 8.1).
104 Cover Page Interactive Data File (embeeded within the Inline XBRL
document)
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