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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): April 1, 2022

Commission File Number 1-15202

 

 

W. R. BERKLEY CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   22-1867895

(State or other jurisdiction of

incorporation or organization)

  (I.R.S. Employer
Identification No.)

 

475 Steamboat Road   Greenwich   Connecticut   06830
(Address of principal executive offices)       (Zip Code)

(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):

 

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
5.700% Subordinated Debentures due 2058   WRB-PE   New York Stock Exchange
5.100% Subordinated Debentures due 2059   WRB-PF   New York Stock Exchange
4.250% Subordinated Debentures due 2060   WRB-PG   New York Stock Exchange
4.125% Subordinated Debentures due 2061   WRB-PH   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.

The information set forth in Item 2.03 of this report is incorporated herein by reference.

Item 2.03    Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of the Registrant.

On April 1, 2022, W. R. Berkley Corporation (the “Company”) entered into a five-year revolving credit facility pursuant to a credit agreement (the “Credit Agreement”) among the Company, as borrower, each lender from time to time party thereto, each of Credit Suisse AG, New York Branch, JPMorgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc., as Syndication Agents, and Bank of America, N.A., as Administrative Agent, Several L/C Agent and Fronting L/C Issuer. Capitalized terms used but not defined herein have the meanings ascribed to them in the Credit Agreement.

The Credit Agreement provides for revolving, unsecured borrowings up to an aggregate of $300,000,000 with a $50,000,000 sublimit for letters of credit. The Company may increase the amount available under the facility to a maximum of $500,000,000, subject to obtaining lender commitments for the increase and other customary conditions set forth in the Credit Agreement. Borrowings under the Credit Agreement may be used for working capital and other general corporate purposes. All borrowings under the Credit Agreement must be repaid by April 1, 2027, except that letters of credit outstanding on that date may remain outstanding until April 1, 2028 (or such later date approved by all lenders).

The Company pays interest on balances outstanding under the facility and a fee for letters of credit issued under the facility. Borrowings bear interest at an annual rate equal to (i) either Term SOFR or the Base Rate plus (ii) an applicable margin. The Company is also required to pay the lenders a quarterly commitment fee on the average unused amount of the facility.

The Credit Agreement contains representations and warranties and covenants that are customary for facilities of this type. The Credit Agreement includes financial covenants that require that the Company (i) not exceed a maximum leverage ratio and (ii) maintain a minimum amount of consolidated net worth. Amounts due under the Credit Agreement may be accelerated upon an Event of Default if not otherwise cured or waived.

The foregoing description of the Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Credit Agreement, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits

 

Exhibit No.

  

Description

10.1    Credit Agreement, dated as of April 1, 2022, by and among W. R. Berkley Corporation, as borrower, each lender from time to time party thereto, Credit Suisse AG, New York Branch, JPMorgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc. as Syndication Agents, and Bank of America, N.A., as Administrative Agent, Several L/C Agent and Fronting L/C Issuer.*
104    Cover Page Interactive Data File (formatted in Inline XBRL)

 

*

Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC.

 

- 2 -


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

Date: April 4, 2022

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