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EX-5.1 - EX-5.1 - BERKLEY W R CORPd767573dex51.htm
EX-4.2 - EX-4.2 - BERKLEY W R CORPd767573dex42.htm

As filed with the Securities and Exchange Commission on August 6, 2014

 

 

 

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): August 6, 2014

 

 

W. R. BERKLEY CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-15202   22-1867895

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

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 registrant 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))

 

 

 


Item 1.01 Entry into a Material Definitive Agreement.

On August 6, 2014, W. R. Berkley Corporation (the “Company”) issued $350 million aggregate principal amount of its 4.75% Senior Notes due 2044 (the “Securities”). The terms of the Securities are set forth in the Indenture, relating to Senior Debt Securities, dated as of February 14, 2003, between the Company and The Bank of New York Mellon (formerly The Bank of New York), as trustee (the “Trustee”) (the “Indenture”), and the Ninth Supplemental Indenture, relating to the Securities, entered into between the Company and the Trustee on August 6, 2014 (the “Ninth Supplemental Indenture”).

The foregoing descriptions of the Indenture, the Ninth Supplemental 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, and incorporated by reference herein.

On August 6, 2014, 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 Registration Statement (No. 333-178121) filed by the Company.

(d) Exhibits

 

  4.1    Indenture, dated as of February 14, 2003, between the Company and the Trustee.*
  4.2    Ninth Supplemental Indenture, dated as of August 6, 2014, 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 legality of the Securities.
23.1    Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.1 hereto).

 

* Incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K (File No. 001-15202), filed March 31, 2003.

 

 

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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.

 

W. R. BERKLEY CORPORATION
By:  

/s/ Eugene G. Ballard

  Name:   Eugene G. Ballard
  Title:   Senior Vice President –
    Chief Financial Officer

Date: August 6, 2014

 

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EXHIBIT INDEX

 

Exhibit:

    
  4.1    Indenture, dated as of February 14, 2003, between the Company and the Trustee.*
  4.2    Ninth Supplemental Indenture, dated as of August 6, 2014, 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 legality of the Securities.
23.1    Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.1 hereto).

 

* Incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K (File No. 001-15202), filed March 31, 2003.

 

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