EFTA01129958.pdf

Subject to Completion -o Preliminary Prospectus Supplement dated May IS, 2016 PROSPECTUS SUPPLEMENT (To Prospectus dated November 20, 2014) c E a0- ECD = 0. CO cn c5 = Gi COI a) '23 SG y a ,0 N n:, .= 'so' E co W. R. Berkley Corporation To — O. .- % Subordinated Debentures due 2056 a) vl .= LE 3 We will pay interest on the debentures on . . and of each year. commencing . 2016. We I— = may defer interest payments during one or more deferral periods for up to five consecutive years as described in this prospectus supplement. On or after . 2021. we may redeem the debentures. in whole at any time or in part from time to time. at their principal ID" amount plus accrued and unpaid interest to. but excluding, the date of redemption: provided that if the debentures are not redeemed in whole. = -cr ce, at least $25 million aggregate principal amount of the debentures must remain outstanding after giving effect to such redemption. =0La = 't Yet may redeem the debentures. in whole, but not in part. at any lime prior to . 2021. within 90 days of the occurrence of a ' a. "tax event" (as defined in "Description of Debentures—Optional Redemption of the Debentures"), at a redemption price equal to their = = principal amount plus accrued and unpaid interest to. but excluding, the date of redemption. co co ▪ .= We may redeem the debentures, in whole, but not in part. at any time prior to . 2021. within 90 days of the occurrence of a E v, "rating agency event" (as defined in "Description of Debentures—Optional Redemption of the Debentures"), at a redemption price equal to so the greater of (a) their principal amount or (b) a make-whole amount, in each case. plus any accrued and unpaid interest to. but excluding. the lar ri— = = date of redemption. E 1O t° The debentures will be unsecured and will rank in right of payment and upon our liquidation junior to all of our current and future Senior as .0 CO CD Indebtedness (as defined in "Description of Debentures—Subordination") and will he pad passu with Indebtedness Ranking on a Parity with - a 1:1 the Debentures (as defined in "Description of Debentures—Subordination") on the terms set forth in the indenture pursuant to which the E s debentures will be issued. The debentures will not be obligations of or guaranteed by any of our subsidiaries. As a result. the debentures will co a also be structurally subordinated to all debt and other liabilities of our subsidiaries. = ..... = Beneficial interests in the debentures will be issued in book-entry form in denominations of $25 and multiples of $25 in excess thereof. co am The debentures will mature on . 2056. = o ea •"▪ " We will apply for the listing of the debentures on the New York Stock Exchange (the "NYSE') under the symbol "WRB PR D." If approved for listing, we expect trading of the debentures on the NYSE to commence within 30 days after they arc first issued. = •*- 0 0 E = Investing in the debentures involves risks. See "Risk Factors" beginning on page S-4 of this prospectus • = .a ... co supplement and under "Item IA. Risk Factors" in our Annual Report on Form 10-K for the year ended 6 a) December 31, 2015, which is incorporated by reference in this prospectus supplement and the = ces to ›, accompanying prospectus. co c) =2 Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities '6 — or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the al a ta -0 contrary is a criminal offense. VI .- 0 0 n = Per >.. d Debenture Total (3) WI=y 0 Price to public (1) $ $ E — Underwriting discount (2) $ S — Proceeds, before expenses. to W. R. Berkley Corporation $ $ e 15 o. = (I) Plus accrued interest, if any. from . 2016 to the date of delivery. v) 1O (2) Reflects S aggregate principal amount of debentures sold to retail investors. for which the underwriters received an underwriting :E 15 discount of $ per debenture. and S aggregate principal amount of debentures sold to institutional investors, for which the ^ = a, underwriters received an underwriting discount of $ per debenture. Underwriting discount per debenture is calculated using a -az ea weighted average underwriting discount for retail and institutional orders. a) CO (3) Assumes no exercise of the underwriters' option to purchase additional debentures described below. = = We have granted the underwriters an option. exercisable for 30 days from the date of this prospectus supplement. to purchase up to an •-• CL1 = la. additional $ aggregate principal amount of debentures solely to cover over allotments at the price to public less the applicable o to underwriting discount. = c) = '- o. The underwriters expect to deliver the debentures through the facilities of The Depository Trust Company for the accounts of its O m participants, which may include Clearstream Banking. societd anonyme. and Euroclear Bank S.AJN.V.. against payment in New York. — E Ncw York on or about . 2016. E = .. ''' = o. = .- = E Joint Book-Running Managers a so cs Morgan Stanley BofA Merrill Lynch UBS Investment Bank Wells Fargo Securities .= 0 I- to The date of this prospectus supplement is , 2016. EFTA01129958  TABLE OF CONTENTS PROSPECTUS SUPPLEMENT Page Prospectus Supplement Summary S-1 Risk Factors S-4 Forward-Looking Statements S-8 Use of Proceeds S-9 Capitalization S-10 Ratio of Earnings to Fixed Charges S-10 Description of Debentures S-11 Material United States Federal Income Tax Considerations S-24 Underwriters S-28 Legal Matters S-33 Experts S-33 Where You Can Find More Information S-33 Incorporation of Certain Documents by Reference S-34 PROSPECTUS Page About This Prospectus 1 Forward-Looking Statements 2 W. R. Berkley Corporation 4 W. R. Berkley Capital Trust III 5 Risk Factors 6 Use of Proceeds 6 Ratio of Earnings to Fixed Charges 6 General Description of the Offered Securities 7 Description of Our Capital Stock 8 Description of the Depositary Shares 13 Description of the Debt Securities 16 Description of the Warrants to Purchase Common Stock or Preferred Stock 34 Description of the Warrants to Purchase Debt Securities 36 Description of Preferred Securities 37 Description of Preferred Securities Guarantees 48 Description of Stock Purchase Contracts and Stock Purchase Units 52 Plan of Distribution 53 Legal Matters 55 Experts 55 Where You Can Find More Information 55 Incorporation of Certain Documents by Reference 56 This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference herein and therein. The second part is the accompanying prospectus, which gives more general information, some of which may not apply to the offering. EFTA01129959  This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the Securities and Exchange Commission, utilizing a "shelf" registration process. Under this shelf registration process, we may, from time to time, sell the securities described in this prospectus supplement and the accompanying prospectus in one or more offerings. You should rely only on the information contained in or incorporated by reference in this prospectus supplement and the accompanying prospectus and any free writing prospectus filed by us with the Securities and Exchange Commission. Neither we nor the underwriters have authorized anyone to provide you with different information. Neither we nor the underwriters are making an offer of these securities in any state or jurisdiction where the offer is not permitted. You should not assume that the information contained in this prospectus supplement, the accompanying prospectus, any free writing prospectus and the documents incorporated by reference herein and therein is accurate as of any date other than their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates. This document is not a prospectus for the purposes of the Prospectus Directive (as defined below). This document has been prepared on the basis that all offers of the debentures in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive from the requirement to produce a prospectus in connection with offers of the debentures. The communication of this document and any other document or materials relating to the issue of the debentures offered hereby is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the United Kingdom's Financial Services and Markets Act 2000, as amended ("FSMA"). Accordingly, such documents and/or materials are not being distributed to. and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/ or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005. as amended (the "Financial Promotion Order)), or within Article 49(2)(a) to (d) of the Financial Promotion Order, or to any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, the debentures offered hereby are only available to, and any investment or investment activity to which this document relates will be engaged in only with, relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. EFTA01129960  PROSPECTUS SUPPLEMENT SUMMARY The summary contains basic information about us, the debentures and this offering. Because this is a summary, it does not contain all the information you should consider before investing in the debentures. You should carefilly read this summary together with the more detailed information, financial statements and notes to the financial statements contained elsewhere or incorporated by reference into this prospectus supplement or the accompanying prospectus. To fully understand this offering, you should read all of these documents. To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectus, on the other hand, the information in this prospectus supplement shall control. Unless otherwise indicated or the context otherwise requires, alt references in this prospectus supplement and the accompanying prospectus to "W. R. Berkley," "we, " "us, " "our" or similar terms refer to W. R. Berkley Corporation. W. R. Berkley Corporation Introduction We are an insurance holding company that is among the largest commercial lines writers in the United States. We operate in the following segments of the property casualty insurance business: Insurance- primarily commercial insurance business, including excess and surplus lines and admitted lines, in the United States, the United Kingdom, Continental Europe, South America, Canada. Scandinavia, Asia and Australia: and Reinsurance- reinsurance business on a facultative and treaty basis, primarily in the United States, the United Kingdom, Continental Europe, Australia, the Asia-Pacific Region, and South Africa. Each of our business segments is composed of individual operating units that serve a market defined by geography, products, services or types of customers. Each of our operating units is positioned close to its customer base and participates in a niche market requiring specialized knowledge about a territory or product. This strategy of decentralized operations allows each of ow units to identify and respond quickly and effectively to changing market conditions and local customer needs, while capitalizing on the benefits of centralized capital, investment and reinsurance management. and corporate actuarial, financial, enterprise risk management and legal staff support. Our business approach is focused on meeting the needs of our customers, maintaining a high quality balance sheet, and allocating capital to our best opportunities. New businesses are started when opportunities are identified and when the right talent and expertise are found to lead a business. Our principal executive offices are located at 475 Steamboat Road, Greenwich, Connecticut 06830, and our telephone number is (203) 629-3000. S- I EFTA01129961  The Offering Issuer W. R. Berkley Corporation Securities million aggregate principal amount of % Subordinated Debentures due 2056 ($ million aggregate principal amount if the underwriters exercise their overallotment option to purchase additional debentures in full). Maturity The debentures will mature on , 2056. Interest The debentures will bear interest at an annual rate of %. We will pay interest quarterly in arrears on and of each year, beginning on , 2016, subject to our right to defer the payment of interest as described under "Optional Interest Deferral" below. Date We will make interest payments on the debentures to the holders 01 record at the close of business on the or . as the case may be. immediately preceding such or . whether or not a business day. However, interest that we pay on the maturity date or redemption date will be payable to the person to whom the principal will be payable. Optional Interest Deferral We have the right on one or more occasions to defer the payment of interest on the debentures for up to five consecutive years (each such period, an "optional deferral period"). During an optional deferral period, interest will continue to accrue at the interest rate on the debentures, compounded quarterly as of each interest payment date to the extent permitted by applicable law. Payment Restrictions Upon Interest Deferral If we have exercised our right to defer interest payments on the debentures, we generally may not make payments on or redeem or purchase any shares of our capital stock or any of our debt securities or guarantees that rank equally with or junior to the debentures upon our liquidation, dissolution or winding up, subject to certain limited exceptions. Optional Redemption We may elect to redeem the debentures: • in whole at any time or in part from time to time on or after , 2021, at a redemption price equal to their principal amount plus accrued and unpaid interest to, but excluding, the date of redemption; provided that if the debentures are not redeemed in whole, at least $25 million aggregate principal amount of the debentures must remain outstanding after giving effect to such redemption; • in whole, but not in part. at any time prior to , 2021, within 90 days of the occurrence of a "tax event" (as defined in S-2 EFTA01129962  "Description of Debentures—Optional Redemption of the Debentures") at a redemption price equal to their principal amount plus accrued and unpaid interest to, but excluding, the date of redemption: or • in whole, but not in part, at any time prior to , 2021, within 90 days of the occurrence of a "rating agency event" (as defined in "Description of Debentures—Optional Redemption of the Debentures") at a redemption price equal to the greater of (a) their principal amount or (b) a make-whole amount, in each case, plus any accrued and unpaid interest to, but excluding, the date of redemption. Subordination: Ranking The debentures will be unsecured, and will rank in right of payment and upon our liquidation junior to all of our existing and future Senior Indebtedness and will be pad passu with Indebtedness Ranking on a Parity with the Debentures. The debentures will also be structurally subordinated to all liabilities of our subsidiaries. The debentures do not limit us or our subsidiaries' ability to incur additional debt, including debt that ranks senior in right of payment and upon our liquidation to the debentures. Events of Default The debentures can only be accelerated upon certain events of ow bankruptcy, insolvency, or reorganization. See "Description of Debentures—Events of Default" below. Listing We intend to apply to list the debentures on the NYSE under the symbol "WRB PR D." If approved for listing, we expect trading of the debentures on the NYSE to commence within 30 days after they are first issued. Use of Proceeds We estimate that the net proceeds to us from this offering will be approximately $ million (or approximately $ million aggregate principal amount if the underwriters exercise their overallotment option to purchase additional debentures in full, assuming all retail sales) after deducting the underwriting discount and estimated offering expenses payable by us. We intend to use the net proceeds from this offering for general corporate purposes. See "Use of Proceeds" in this prospectus supplement. Risk Factors You should carefully consider all information set forth and incorporated by reference in this prospectus supplement and the accompanying prospectus and, in particular, you should carefully read the section entitled "Risk Factors" in this prospectus supplement and the accompanying prospectus and the section entitled "Item IA. Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2015 before purchasing any of the debentures. Trustee The Bank of New York Mellon. Governing Law The debentures will be governed by the laws of the State of New York. S-3 EFTA01129963  RISK FACTORS Before you invest in the debentures, you should carefilly consider the risks involved. Accordingly, you should carefilly consider the information contained in or incorporated by reference into this prospectus supplement and the accompanying prospectus, including the risk factors listed below and in our Annual Report on Form 10 -Kfor the year ended December 31, 2015 and in the other documents incorporated by reference in this prospectus supplement. Our substantial indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under the debentures. We have now and, after the offering, will continue to have a significant amount of indebtedness. On March 31, 2016, before giving effect to this offering, we had total indebtedness of approximately $2.3 billion, including our existing subordinated debentures. We may incur additional indebtedness that may adversely affect our ability to meet our financial obligations under the debentures. The terms of the indenture and the debentures do not impose any limitation on our or our subsidiaries' ability to incur additional debt. We may incur additional indebtedness in the future, which could have important consequences to holders of the debentures, including the following: • we could have insufficient cash to meet our financial obligations, including our obligations under the debentures; • our ability to obtain additional financing for working capital. capital expenditures or general corporate purposes may be impaired; and • a significant degree of debt could make us more vulnerable to changes in general economic conditions and also could affect the financial strength ratings of our insurance subsidiaries. We are an insurance holding company and, therefore, may not be able to receive dividends in amounts needed to service our debt. As an insurance holding company, ow principal assets are the shares of capital stock of our insurance company subsidiaries. We have to rely on dividends from our insurance company subsidiaries to meet our obligations for paying principal and interest on outstanding debt obligations and for paying corporate expenses. The payment of dividends by our insurance company subsidiaries is subject to regulatory restrictions and will depend on the surplus and future earnings of these subsidiaries, as well as the regulatory restrictions. For 2016, the maximum amount of dividends that can be paid without regulatory approval is approximately $684 million, of which approximately $584 million has been paid to date. As a result, we may not be able to receive dividends from these subsidiaries at times and in amounts necessary to meet our obligations under the debentures. Our obligations under the debentures will be subordinated. Our payment obligation under the debentures will be unsecured and will rank junior in right of payment and upon our liquidation to all of our Senior Indebtedness on the terms set forth in the indenture pursuant to which the debentures will be issued. We, therefore, cannot make any payments on the debentures, if (i) we have defaulted on the payment of any of our Senior Indebtedness and the default is continuing, (ii) the maturity of any Senior Indebtedness has been or would be permitted upon notice or the passage of time to be accelerated as a result of a default and the default is continuing and such acceleration has not been rescinded or annulled or (iii) we have filed for bankruptcy or are liquidating, dissolving or winding-up or in receivership, and our Senior Indebtedness has not been repaid in full. S-4 EFTA01129964  As of March 31, 2016, we had approximately $1,828 million in outstanding Senior Indebtedness and $460 million of Indebtedness Ranking on a Parity with the Debentures. The indenture pursuant to which the debentures will be issued does not place any limit on the amount of liabilities that we may issue, guarantee or otherwise incur or the amount of liabilities, including debt or preferred stock, that our subsidiaries may issue, guarantee or otherwise incur. We expect from time to time to incur additional indebtedness and other liabilities and to guarantee indebtedness that will be senior to the debentures. The debentures will be effectively subordinated to the liabilities of our subsidiaries. We have limited operations of our own and derive substantially all of our revenue and cash flow from our subsidiaries. None of our subsidiaries will guarantee the debentures. Creditors of our subsidiaries (including policyholders and trade creditors) will generally be entitled to payment from the assets of those subsidiaries before those assets can be distributed to us. As a result, the debentures will effectively be subordinated to the liabilities of our subsidiaries. As of March 31, 2016, our subsidiaries had approximately $61 million in outstanding debt and our insurance subsidiaries had gross reserves for losses and loss expenses of approximately $10.8 billion. We can defer interest payments on the debentures for one or more periods of up to five years each. This may affect the market price of the debentures. So long as there is no event of default with respect to the debentures, we may defer interest payments on the debentures, from time to time, for one or more optional deferral periods of up to five consecutive years. At the end of an optional deferral period, if all amounts due are paid. we could start a new optional deferral period of up to five consecutive years. During any optional deferral period, interest on the debentures would be deferred but would accrue additional interest at a rate equal to the interest rate on the debentures, to the extent permitted by applicable law. No optional deferral period may extend beyond the maturity date of the debentures. See "Description of Debentures—Option to Defer Interest Payments." If we exercise our right to defer interest payments, the debentures may trade at a price that does not fully reflect the value of accrued and unpaid interest on the debentures or that is othenvise less than the price at which the debentures may have been traded if we had not exercised such right. In addition, as a result of our right to defer interest payments, the market price of the debentures is likely to be affected and may be more volatile than other securities that do not have these rights. If we do defer interest on the debentures and you sell your debentures during the period of that deferral, you may not receive the same return on your investment as a holder that continues to hold its debentures until we pay the deferred interest at the end of the applicable deferral period. A holder of the debentures will not have rights of acceleration in the case of payment defaults or other breaches of covenants. The only event of default under the indenture consists of specific events of our bankruptcy, insolvency or receivership. There is no right of acceleration in the case of payment defaults or other breaches of covenants under the indenture. If we defer interest payments on the debentures, there will be U.S. federal income tax consequences to holders of the debentures. If we were to defer interest payments on the debentures, the debentures would be treated as issued with original issue discount ("OID") at the time of such deferral, and all stated interest due after such deferral would be treated as OID. In such case, a United States holder would be required to include such stated interest in income as it accrues, regardless of such United States holder's regular method of accounting, using a constant yield method, before such holder received any payment attributable to such income, and would not separately report the actual payments of interest on the debentures as taxable income. S-5 EFTA01129965  If holders of the debentures sell their debentures before the record date for the payment of interest at the end of an optional deferral period, they will not receive such interest. Instead, the accrued interest will be paid to the holder of record on the record date regardless of who the holder of record may have been on any other date during the optional deferral period. Moreover, amounts that holders were required to include in income in respect of the debentures during the optional deferral period will be added to such holders' adjusted tax basis in the debentures, but may not be reflected in the amount that such holder realizes on the sale. To the extent the amount realized on a sale is less than the holder's adjusted tax basis, the holder will generally recognize a capital loss for U.S. federal income tax purposes. The deductibility of capital losses is subject to limitations. See "Material United States Federal Income Tax Considerations—Sale, Exchange, Redemption or Other Disposition of Debentures." Rating agencies may change their practices for rating the debentures, which change may affect the market price of the debentures. In addition, we may redeem the debentures if a rating agency amends, clarifies or changes the criteria used to assign equity credit for securities similar to the debentures. The rating agencies that currently publish a rating for us, including Moody's Investors Service, Inc., Standard & Poor's Ratings Services, a Standard & Poor's Financial Services LLC business, and A.M. Best Company, Inc., may, from time to time in the future, change the way they analyze securities with features similar to the debentures. This may include, for example, changes to the relationship between ratings assigned to an issuer's senior securities and ratings assigned to securities with features similar to the debentures. If the rating agencies change their practices for rating these types of securities in the future, and the ratings of the debentures are subsequently lowered, that could have a negative impact on the trading price of the debentures. In addition. we may redeem the debentures before , 2021 at our option, in whole, but not in part, within 90 days of a rating agency amending. clarifying or changing the criteria used to assign equity credit for securities such as the debentures, which amendment, clarification or change results in (i) the shortening of the length of time the debentures are assigned a particular level of equity credit by that rating agency as compared to the length of time they would have been assigned that level of equity credit by that rating agency or its predecessor on the initial issuance of the debentures: or (ii) the lowering of the equity credit (including up to a lesser amount) assigned to the debentures by that rating agency compared to the equity credit assigned by that rating agency or its predecessor on the initial issuance of the debentures. See "Description of Debentures—Optional Redemption of the Debentures." The debentures may be redeemed prior to maturity, and you may not be able to reinvest the proceeds at the same or a higher rate. We may redeem the debentures at our option, in whole at any time or in part. on or after , 2021. In addition, we may redeem the debentures in whole, but not in part, before 2021 if certain changes in tax laws, regulations or interpretations occur. In each of these two cases, the redemption price will be 100% of the principal amount of such debentures being redeemed plus accrued and unpaid interest to, but excluding, the date of redemption. We may also redeem the debentures before , 2021 at our option, in whole, but not in part, within 90 days of a "rating agency event" (as defined in "Description of Debentures—Optional Redemption of the Debentures"). In this event, the redemption price will be equal to the greater of (i) the aggregate principal amount or (ii) a make•whole amount, in each case, plus accrued and unpaid interest to, but excluding, the date of redemption. See "Description of Debentures—Optional Redemption of the Debentures." If we exercise any of these rights, you may not be able to reinvest the money you receive upon a redemption at a rate that is equal to or higher than the rate of return on the debentures. There may not be a public market for the debentures. We will apply to list the debentures on the NYSE under the symbol "WRB PR D." If approved for listing, we expect trading of the debentures on the NYSE to commence within 30 days after they are first issued. The listing of the debentures will not necessarily ensure that an active trading market will be available for the 5.6 EFTA01129966 debentures or that you will be able to sell your debentures at the price you originally paid for them or at the time you wish to sell them. Future trading prices of the debentures will depend on many factors including, among other things, prevailing interest rates, our operating results and the market for similar securities. Generally, the liquidity of, and trading market for, the debentures may also be materially and adversely affected by declines in the market for similar debt securities. Such a decline may materially and adversely affect such liquidity and trading independent of ow financial performance and prospects. Changes in our credit ratings or the debt markets could adversely affect the market price of the debentures. The market price for the debentures depends on many factors, including, among other things: our credit ratings with major credit rating agencies, including with respect to the debentures; the prevailing interest rates being paid by other companies similar to us; our operating results, financial condition, financial performance and future prospects; • our election to defer interest payments on the debentures (see—"We can defer interest payments on the debentures for one or more periods of up to five years each. This may affect the market price of the debentures."); and • economic, financial, geopolitical, regulatory and judicial events that affect us, the industries and markets in which we are doing business and the financial markets generally, including continuing market volatility and uncertainty about the U.S. economy and other key economies, and sovereign credit and bank solvency concerns in Europe and other key economies. The price of the debentures may be adversely affected by unfavorable changes in these factors. The condition of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future. Such fluctuations could have an adverse effect on the price of the debentures. In addition, credit rating agencies continually review their ratings for the companies that they follow, including us. The credit rating agencies also evaluate the insurance industry as a whole and may change our credit rating based on their overall view of our industry. A negative change in our rating could have an adverse effect on the price of the debentures. S-7 EFTA01129967  FORWARD-LOOKING STATEMENTS This prospectus supplement and the accompanying prospectus and those documents incorporated by reference herein and therein may contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Some of the forward-looking statements can be identified by the use of forward-looking words such as "believes," "expects," "potential," "continued," "may," "will," "should," "seeks." "approximately," "predicts," "intends?' "plans," "estimates," "anticipates" or the negative version of those words or other comparable words. Any forward-looking statements contained or incorporated by reference in this prospectus supplement and the accompanying prospectus, including statements related to our outlook for the industry and for our performance for the year 2016 and beyond, are based upon our historical performance and on current plans, estimates and expectations. The inclusion of this forward-looking information should not be regarded as a representation by us, the underwriters or any other person that the future plans, estimates or expectations contemplated by us will be achieved. Such forward-looking statements are subject to various risks and uncertainties, including but not limited to: • the cyclical nature of the property casualty industry; • the impact of significant competition including new alternative entrants to the industry; • the long-tail and potentially volatile nature of the insurance and reinsurance business; • product demand and pricing; • claims development and the process of estimating reserves; • investment risks, including those of our portfolio of fixed maturity securities and investments in equity securities, including investments in financial institutions, municipal bonds, mortgage-backed securities, loans receivable, investment funds, real estate, merger arbitrage, energy related and private equity investments; • the effects of emerging claim and coverage issues; • the uncertain nature of damage theories and loss amounts; natural and man-made catastrophic losses, including as a result of terrorist activities; general economic and market activities, including inflation, interest rates and volatility in the credit and capital markets; the impact of the conditions in the financial markets and the global economy, and the potential effect of legislative, regulatory, accounting or other initiatives taken in response to it, on our results and financial condition; • foreign currency and political risks relating to our international operations; • our ability to attract and retain key personnel and qualified employees; • continued availability of capital and financing; • the success of our new ventures or acquisitions and the availability of other opportunities; • the availability of reinsurance; • our retention under the Terrorism Risk Insurance Program Reauthorization Act of 2015; • the ability or willingness of our reinsurers to pay reinsurance recoverables owed to us; • other legislative and regulatory developments, including those related to business practices in the insurance industry; • credit risk relating to our policyholders, independent agents and brokers; • changes in the ratings assigned to us or our insurance company subsidiaries by rating agencies; S-8 EFTA01129968  • the availability of dividends from our insurance company subsidiaries; • potential difficulties with technology and/or data security; • the effectiveness of our controls to ensure compliance with guidelines, policies and legal and regulatory standards; and • other risks detailed in our Annual Report on Form 10•K for the year ended December 31, 2015 and from time to time in our other filings with the Securities and Exchange Commission ("SEC"). We describe some of these risks and uncertainties in greater detail under the caption "Risk Factors" above, beginning on page 6 of the accompanying prospectus and in our Annual Report on Form 10•K for the year ended December 31, 2015, which is incorporated herein by reference. These risks and uncertainties could cause our actual results for the year 2016 and beyond to differ materially from those expressed in any forward•looking statement we make. Any projections of growth in our revenues would not necessarily result in commensurate levels of earnings. Our future financial performance is dependent upon factors discussed elsewhere in this prospectus supplement and the accompanying prospectus and the documents incorporated by reference herein and therein. Forward-looking statements speak only as of the date on which they are made. Our filings with the SEC, which discuss these risks and uncertainties, are described below under the captions "Where You Can Find More Information" and "Incorporation of Certain Documents by Reference." USE OF PROCEEDS We estimate that the net proceeds to us from this offering will be approximately $ million (or approximately $ million aggregate principal amount if the underwriters exercise their overallotment option to purchase additional debentures in full, assuming all retail sales) after deducting the underwriting discount and estimated offering expenses payable by us. We intend to use the net proceeds from this offering for general corporate purposes. S•9 EFTA01129969  CAPITALIZATION The following table shows our capitalization at March 31, 2016 and as adjusted to give effect to the debentures offered by this prospectus supplement (assuming no exercise of the underwriters' overallotment option to purchase additional debentures). You should read this table in conjunction with our historical consolidated financial statements and the other financial and statistical information that are included or incorporated by reference in this prospectus supplement and the accompanying prospectus. As of March 31. 2016 (In thousands, except percentage data) Actual As Adjusted Debt: % Subordinated Debentures due 2056 — $ Other subordinated debentures 446,485 446,485 Other debt 1,814,998 1,814,998 Total debt 2,261,483 Equity: Preferred stock, par value $0.10 per share: No shares issued Common stock, par value $0.20 per share 47,024 47,024 Additional paid-in capital 1,013,572 1,013,572 Retained earnings 6,282,870 6,282,870 Accumulated other com