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WRB > SEC Filings for WRB > Form 8-K on 30-Apr-2013All Recent SEC Filings

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Form 8-K for BERKLEY W R CORP


30-Apr-2013

Entry into a Material Definitive Agreement, Financial Statements and Exhibits


Item 1.01 Entry into a Material Definitive Agreement.

On April 25, 2013, W. R. Berkley Corporation (the "Company") agreed to sell $350 million aggregate principal amount of its 5.625% Subordinated Debentures due 2053 (the "Securities"). The Securities were offered pursuant to the Prospectus Supplement dated April 25, 2013 to the Prospectus dated November 22, 2011, filed as part of the Registration Statement on Form S-3 (No. 333-178121) that became effective when filed with the Securities and Exchange Commission on November 22, 2011.

On April 25, 2013, the Company entered into an underwriting agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, with respect to the offer and sale of $350 million aggregate principal amount of the Securities. A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto.

On April 29, 2013, Willkie Farr & Gallagher LLP, tax counsel to the Company, issued an opinion and consent (attached hereto as Exhibits 8.1 and 23.1, respectively, and incorporated herein by reference) regarding certain U.S. Federal income tax matters in connection with 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

1.1 Underwriting Agreement, dated as of April 25, 2013, between the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.

8.1 Tax Opinion of Willkie Farr & Gallagher LLP.

12.1 Computation of Ratio of Earnings to Fixed Charges.

23.1 Consent of Willkie Farr & Gallagher LLP (included in Exhibit 8.1).

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