Prospectus Supplement
(to prospectus dated
February 23, 2018)
MARKEL CORPORATION
600,000 Series A 6.000% Fixed-Rate Reset Non-Cumulative Preferred Shares
We are offering 600,000 Series A 6.000% Fixed-Rate Reset Non-Cumulative Preferred Shares, no par value,
with a $1,000 liquidation preference per share (the Series A Preferred Shares).
Holders of Series A Preferred Shares will be entitled to
receive dividend payments only when, as and if declared by our board of directors (or a duly authorized committee of the board). Any such dividends will be payable on a non-cumulative basis
semi-annually in arrears on the 1st day of June and December of each year, commencing on December 1, 2020. Dividends will accrue on the liquidation preference of $1,000 per Series A Preferred Share (i) from the date of original issue to,
but excluding, June 1, 2025 at a fixed rate per annum of 6.000% and (ii) from, and including, June 1, 2025, during each reset period, at a rate per annum equal to the Five-year U.S.
Treasury Rate as of the most recent reset dividend determination date (as described under Description of the Series A Preferred SharesDividends) plus 5.662%. Payment of dividends on the Series A Preferred Shares is subject to
certain legal, regulatory and other restrictions as described elsewhere in this prospectus supplement.
Dividends on the Series A Preferred
Shares will not be cumulative and will not be mandatory. Accordingly, if dividends are not declared on the Series A Preferred Shares for any dividend period, then any accrued dividends for that dividend period will cease to accrue and will not be
payable. If our board of directors (or a duly authorized committee of the board) has not declared a dividend before the dividend payment date for any dividend period, we will have no obligation to pay dividends accrued for such dividend period on or
after the dividend payment date for that dividend period, whether or not dividends on the Series A Preferred Shares are declared for any subsequent dividend period.
We may, at our option, redeem the Series A Preferred Shares (i) in whole but not in part, at any time, within 90 days after the occurrence
of a rating agency event, at a redemption price equal to $1,020 per Series A Preferred Share, plus an amount equal to any accrued and unpaid dividends per share that have accrued but not been declared and paid for the then-current
dividend period to, but excluding, such redemption date, (ii) in whole but not in part, at any time, within 90 days after the occurrence of a regulatory capital event, at a redemption price equal to $1,000 per Series A Preferred
Share, plus an amount equal to any accrued and unpaid dividends per share that have accrued but not been declared and paid for the then-current dividend period to, but excluding, such redemption date or (iii) in whole or in part, on
June 1, 2025 or any subsequent reset date, at a redemption price equal to $1,000 per Series A Preferred Share, plus an amount equal to any accrued and unpaid dividends per share that have accrued but not been declared and paid for the
then-current dividend period to, but excluding, such redemption date. See Description of the Series A Preferred SharesOptional Redemption.
The Series A Preferred Shares will not have voting rights, except as set forth under Description of the Series A Preferred
SharesVoting Rights.
The Series A Preferred Shares are a new issue of securities with no established trading market. We do
not intend to apply for the listing or trading of the Series A Preferred Shares on any securities exchange or trading facility or for inclusion of the Series A Preferred Shares in any automated dealer quotation system.
Investing in the Series A Preferred Shares involves risks that are described in Risk Factors
beginning on page S-11 of this prospectus supplement and in the reports we file with the Securities and Exchange Commission.
|
|
|
|
|
|
|
|
|
|
|
Per
Share
|
|
|
Total
|
|
Price to the Public(1)
|
|
$
|
1,000.00
|
|
|
$
|
600,000,000
|
|
Underwriting Discount
|
|
$
|
11.25
|
|
|
$
|
6,750,000
|
|
Proceeds, before expenses, to Markel
|
|
$
|
988.75
|
|
|
$
|
593,250,000
|
|
(1)
|
The price to the public does not include accrued dividends, if any, that may be declared. Dividends, if declared
will accrue from the date of original issuance, which is expected to be May 27, 2020.
|
Neither the Securities and
Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
Joint Book-Running Managers
|
|
|
|
|
Wells Fargo Securities
|
|
Citigroup
|
|
J.P. Morgan
|
Senior Co-Managers
|
|
|
|
|
Barclays
|
|
SunTrust Robinson Humphrey
|
|
BofA Securities
|
Co-Managers
|
|
|
|
|
|
|
BNY Mellon Capital Markets, LLC
|
|
Capital One Securities
|
|
Loop Capital Markets
|
|
Multi-Bank Securities, Inc.
|
We expect the Series A Preferred Shares to be ready for delivery only in book-entry form through the facilities of The Depository Trust Company
for the accounts of its participants, including Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, on or about May 27, 2020, which is the third business day following the date of pricing (such settlement cycle
being referred to as T+3). Purchasers should note that trading of the Series A Preferred Shares may be affected by T+3 settlement. See Underwriting beginning on page S-36 of this
prospectus supplement.
The date of this prospectus supplement is May 21, 2020.