EFTA02702268.pdf

From: Richard Kahn Sent: Wednesday, May 18, 2016 2:12 PM To: Jeffrey E. Subject: Fwd: New Preferred Attachments: red_SUBWRB_May2016.pdf; Untitled attachment 00091.htm Importance: High received from both ML and Morgan Stanley this morning please advise thank you Richard Kahn HBRK Associates Inc. 575 Lexington =venue 4th Floor New York, NY 10022 Begin forwarded message: From: =/b>"Pollard, James 5" Subject: =/b>New =referred Date: =/b>May 18, 2016 at 10:02:22 AM =DT To: =/b>"Richard Kahn Cc: "Minsky, Julie" , "Darrah, John W - NEW YORK NY" =It <mailto Rich, Prospectus =ttached. Details below. EFTA_R1_02074074 EFTA02702268 Issuer: W. R. Berkley Corporation (WRB) =ubordinated Debentures due 2056 PRICE TALK: • 5.875% - 6.00% AREA • Price talk subject to change, dependent on demand. Deal could potentially price below the initial price =alk. Any changes in price talk should be communicated to clients Expected Ratings: Baa3 (stable outlook) / BBB- =stable outlook) / BBB- (stable outlook) Maturity: xx/xx/2056 Ranking: Subordinated Debt Optional Redemption: • Callable on or after xx/xx/21 @ $25 plus unpaid and accrued =nterest, or earlier upon the occurrence of a "tax event". • Callable prior to xx/xx/21 upon the occurrence of a "rating =gency event" @ $25 plus any applicable make whole premium at T + xx =ps. • SEE THE PROSPECTUS FOR ADDITIONAL DETAIL Distributions: • Cumulative • Company has the option to defer payments for up to 5 =onsecutive years • Quarterly pay • First coupon: xx/xx/16 Expected Taxation: Fully taxable as ordinary income I Not QDI or DRD eligible Listing: NYSE I Expected to list within 30 days =fter offering I Expected Symbol: WRB PrD Size of Offering: 2 EFTA_R1_02074075 EFTA02702269 • Announced Size: 4mm shares Final Size: xxmm shares Expected Settlement Date: TBD (Expected settle: T+5) Par Amount: $25 par James S. Pollard Registered Analyst Team Darrah I Merrill Lynch Wealth Management The Park Avenue Office 200 Park Avenue I 34th Floor I New York I New York 10166 Team Darrah Website The information set forth herein was from sources, which =e believe reliable but we do not guarantee its accuracy neither the information nor an opinion expressed constitutes a =olicitation by us of the purchase or sale of any securities or =ommodities. The market information contained =erein, including, but not limited to, prices, quotes, and statistics, =as been obtained from sources that we believe to be reliable, but we do =ot offer any guarantees as to its accuracy or completeness. Past performance is no guarantee of =uture results. All information is subject to change without notice. =either the information nor any opinion expressed constitutes a =olicitation for the purchase or sale of any security or other instrument. Merrill Lynch considers your trade confirmations =nd monthly statements to be the official documentation of all =ransactions. 3 EFTA_R1_02074076 EFTA02702270  Bank of America Corporation (Bank =f America) is a financial holding company that, through its =ubsidiaries and affiliate companies, provides banking and nonbanking =inancial services. Merrill =ynch, Pierce, Fenner & Smith Incorporated is a registered =roker-dealer, member of SIPC, and wholly owned subsidiary of Bank of America Corporation. Investment products: Are =ot FDIC Insured Are =ot Bank Guaranteed May =ose Value ©200= Merrill Lynch, Pierce, Fenner & Smith Incorporated. All rights =eserved. Member =ecurities Investor Protection Corporation (SIPC). This message, and any attachments, is for the intended =ecipient(s) only, may contain information that is privileged, =onfidential and/or proprietary and subject to important terms and =onditions available at http://www.bankofamerica.com/emaildisclaimer. If you =re not the intended recipient, please delete this message. 4 EFTA_R1_02074077 EFTA02702271