Material Agreement

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): December 9, 2019   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 Form 8-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 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)) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class   Trading Symbol   Name of Each Exchange on Which Registered Common Stock, par value $.20 per share   WRB   New York Stock Exchange 5.625% Subordinated Debentures due 2053   WRB B   New York Stock Exchange 5.9% Subordinated Debentures due 2056   WRB C   New York Stock Exchange 5.75% Subordinated Debentures due 2056   WRB D   New York Stock Exchange 5.70% Subordinated Debentures due 2058   WRB E   New York Stock Exchange 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 Rule 12b-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 December 9, 2019, W. R. Berkley Corporation (the “Company”) agreed to sell $300 million aggregate principal amount of its 5.10% Subordinated Debentures due 2059 (the “Securities”). The Securities were offered pursuant to the Prospectus Supplement dated December 9, 2019 (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 December 16, 2019, subject to customary closing conditions. On December 9, 2019, 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. On December 10, 2019, 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 December 9, 2019, 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). - 2 - EXHIBIT INDEX Exhibit :               1.1     Underwriting Agreement, dated as of December 9, 2019, 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). - 3 - 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:   Executive Vice President – Chief Financial Officer and Treasurer Date: December 10, 2019 - 4 -