8-K

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): September 9, 2020

Commission File Number 1-15202

W. R. BERKLEY CORPORATION

(Exact name of registrant as specified in its charter)

(203) 629-3000

(Registrant’s telephone number, including area code)

None

Former name, former address and former fiscal year, 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 registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

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.  ☐

On September 9, 2020, W. R. Berkley Corporation (the “Company”) closed its public offering of $170 million aggregate principal amount of its 4.00% Senior Notes due 2050 (the “Notes”). The Notes constitute a further issuance of the Company’s 4.00% Senior Notes due 2050, of which $300 million aggregate principal amount was issued on May 12, 2020. The terms of the Notes are set forth in the Indenture, dated as of May 12, 2020 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of May 12, 2020 (the “Supplemental Indenture”), each between the Company and The Bank of New York Mellon, as trustee (the “Trustee”). The net proceeds of the offering will be used to redeem, in part, the Debentures (as defined below) as described in Item 8.01.

The foregoing descriptions of the Base Indenture, the Supplemental Indenture and the Notes are qualified in their entirety by reference to the terms of such documents, which are filed hereto as Exhibits 4.1, 4.2 and 4.3 respectively, and incorporated herein by reference.

On September 9, 2020, 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 Notes.

The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.

On September 9, 2020, the Company directed the Trustee to issue a notice to the holders of the Company’s 5.625% Subordinated Debentures due 2053 (the “Debentures”) regarding the Company’s exercise of its option to redeem the Debentures in part pursuant to Article XI of the Indenture, dated as of May 2, 2013, between the Company and the Trustee and Section 2.9 of the First Supplemental Indenture, dated as of May 2, 2013, between the Company and the Trustee. Pursuant to such notice, the Company will redeem $200,000,000 of the aggregate principal amount of the Debentures on October 9, 2020 at a redemption price equal to such principal amount plus accrued and unpaid interest thereon (including compounded interest, if any) to, but excluding, the redemption date. On the redemption date, such redemption price will become due and payable. Interest on the principal amount of the Debentures to be redeemed shall cease to accrue on and after the redemption date.

The exhibits to this report are incorporated by reference into the Registration Statement (No. 333-221559) filed by the Company.

(d) Exhibits

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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.

Date: September 9, 2020

EX-5.1

Exhibit 5.1

September 9, 2020

Ladies and Gentlemen:

We have acted as counsel to W. R. Berkley Corporation, a Delaware corporation (the “Company”), in connection with the issuance and sale by the Company of $170,000,000 aggregate principal amount of the Company’s 4.00% Senior Notes due 2050 (the “Securities”) pursuant to the Indenture, dated as of May 12, 2020, as supplemented by the First Supplemental Indenture (such Indenture, as so supplemented, the “Indenture”), dated as of May 12, 2020, between the Company and The Bank of New York Mellon, as trustee (the “Trustee”).

In connection therewith, we have examined (a) the Registration Statement on Form S-3 (File No. 333-221559) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), (b) the prospectus of the Company dated November 14, 2017, as supplemented by the prospectus supplement, dated September 1, 2020, relating to the Securities, as filed with the Commission on September 2, 2020, pursuant to Rule 424(b) under the Securities Act (the “Prospectus”), and (c) the Indenture. In addition, we have examined the originals (or copies certified or otherwise identified to our satisfaction) of resolutions of the Board of Directors of the Company or committees thereof and such other agreements, instruments, certificates, documents and records and have reviewed such questions of law and made such inquiries as we have deemed necessary or appropriate for the purposes of the opinions rendered herein.

In such examination, we have assumed, without inquiry, the legal capacity of all natural persons, the genuineness of all signatures on all documents examined by us, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all such documents submitted to us as copies and the authenticity of the originals of such latter documents. We have also assumed that the books and records of the Company are maintained in accordance with proper corporate procedures. As to any facts material to our opinion, we have, when relevant facts were not independently established, relied upon the aforesaid agreements, instruments, certificates, documents and records and upon statements and certificates of officers and representatives of the Company and of public officials.

NEW YORK    WASHINGTON    HOUSTON    PALO ALTO    SAN FRANCISCO    CHICAGO    PARIS    LONDON    FRANKFURT     BRUSSELS    MILAN    ROME

W. R. Berkley Corporation

September 9, 2020

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Based upon the foregoing, and subject to the limitations, qualifications and assumptions stated herein, we are of the opinion that the Securities have been duly authorized and (assuming their due authentication by the Trustee), when they have been duly executed, issued and delivered in accordance with the terms of the Indenture, will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture.

The opinions rendered herein are limited to the laws of the State of New York, the General Corporation Law of the State of Delaware and the Federal laws of the United States of America.

We consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K dated September 9, 2020, as filed with the Commission on September 9, 2020, which is incorporated by reference into the Registration Statement and the Prospectus and to the use of our name under the caption “Legal Matters” contained in the Prospectus. In giving our consent, we do not thereby concede that we come within the category of persons whose consent is required by the Securities Act or the rules and regulations promulgated thereunder.