Terms

Series

5.70% Subordinated Debentures due 2058

Coupon Rate

5.7%

Rate Type

Fixed

Payment Frequency

Quarterly

Cumulative

Yes

Perpetual

No

Convertible

No

Callable

Yes

First Call Date

March 30, 2023

First Call Price

$100.00

Mandatory Redemption Date

March 30, 2058

Redemption Notice Period

90 days

Capital Stack Ranking

Junior To: All Existing And Future Senior Indebtedness Of W. R. Berkley Corporation, All Liabilities Of Subsidiaries (Structural Subordination); Pari Passu With: Indebtedness Ranking On A Parity With The Debentures; Senior To: Common Equity, Pari Passu Indebtedness (By Definition Of Junior Treatment In Liquidation)

Regulatory (Basel III) Call

No

Tax Classification

Ordinary

Qualifies for QDI

No

Qualifies for DRD

No

Shares Offered

175,000,000

Prospectus Summary

W. R. Berkley Corporation is offering $175 million of 5.70% Subordinated Debentures due March 30, 2058, listed on the NYSE under 'WRB PR E.' These are fixed-rate debt securities paying interest quarterly on March 30, June 30, September 30, and December 30, beginning June 30, 2018, at a stated annual rate of 5.70% on principal. The issuer may defer interest for up to five consecutive years; during deferral, interest continues to accrue and compound quarterly — making these effectively cumulative instruments in practice, though they are debt, not equity. These debentures are unsecured and subordinated, ranking junior to all existing and future senior indebtedness of W. R. Berkley Corporation and pari passu with other indebtedness ranking on a parity. Critically, they are structurally subordinated to all liabilities of W. R. Berkley's operating subsidiaries, as the debentures are holding-company obligations not guaranteed by any subsidiary. There is no Tier 1 regulatory capital redemption trigger; however, the issuer may redeem at 102% of principal within 90 days of a 'rating agency event' (loss of equity-like credit treatment) or at par within 90 days of a 'tax event,' each prior to the first call date of March 30, 2023. At par, the effective yield is 5.70% annually, paid quarterly. Interest payments on these debentures are ordinary income to holders — they do not qualify for the 15%/20% preferential qualified dividend income (QDI) rate or the corporate dividends-received deduction (DRD), as these are debt instruments. Record dates fall on the 15th of March, June, September, and December preceding each payment date. If W. R. Berkley elects to defer interest, it is prohibited from paying dividends on or repurchasing its common stock or any pari passu or junior securities until the deferral concludes, subject to limited exceptions — providing holders a meaningful (though not absolute) protection against being disadvantaged relative to equity holders during a deferral.

Summarized from the SEC prospectus filing.

Distribution History

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If W. R. Berkley defers interest payments on these debentures, it cannot pay dividends on or repurchase its common stock or any pari passu or junior securities until the deferral period ends, subject to limited exceptions.

Other Preferreds from W. R. Berkley Corp

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 54 (Average)