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 16, 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 16, 2019, W. R. Berkley Corporation (the “Company”) closed its public offering of $300 million aggregate principal amount of its 5.10% Subordinated Debentures due 2059 (the “Securities”). The terms of the Securities are set forth in the Subordinated Indenture, dated as of March 26, 2018 (the “Subordinated Indenture”), as supplemented and amended by the Second Supplemental Indenture, dated as of December 16, 2019 (together with the Subordinated Indenture, the “Indenture”), each between the Company and The Bank of New York Mellon, as trustee (the “Trustee”). 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 December 16, 2019, 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 9.01 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 March 26, 2018, between the Company and the Trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File No. 001-15202) filed with the Securities and Exchange Commission on March 26, 2018).               4.2     Second Supplemental Indenture, dated as of December 16, 2019, 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).             104     Cover Page Interactive Data File (embedded within the Inline XBRL document). - 2 - EXHIBIT INDEX   Exhibit :                   4.1     Subordinated Indenture, dated as of March 26, 2018, between the Company and the Trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File No. 001-15202) filed with the Securities and Exchange Commission on March 26, 2018).               4.2     Second Supplemental Indenture, dated as of December 16, 2019, 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).             104     Cover Page Interactive Data File (embedded within the Inline XBRL document). - 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 16, 2019 - 4 -