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Item 7.01
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Regulation FD Disclosure.
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As previously announced, on September 12, 2019, Markel Corporation (the Company) and its wholly-owned subsidiary, Alterra Finance LLC (Alterra), commenced cash tender offers (the Tender Offer) for any and all of the (1) 6.25% Senior Notes due 2020 issued by Alterra, and fully and unconditionally guaranteed by the Company (CUSIP No. 02153LAA2) (the Alterra Notes), and (2) 5.35% Senior Notes due 2021 issued by the Company (CUSIP No. 570535AJ3) (the Markel Notes and, together with the Alterra Notes, the Existing Notes). On September 17, 2019, the Company and Alterra will submit redemption notices, which will result in the redemption on October 18, 2019 (the Redemption Date) of all Existing Notes that are not purchased in the Tender Offer and that remain outstanding after the completion of the Tender Offer, at the applicable “make-whole” redemption price determined in accordance with the terms of the relevant indenture governing the applicable series of Existing Notes and the applicable Existing Notes, plus accrued and unpaid interest to, but excluding, the Redemption Date. The make-whole redemption price for each series of Existing Notes will be calculated on the third business day prior to the Redemption Date in accordance with the terms of the respective series of Existing Notes. On or about the calculation date, the Company expects to publish the actual make-whole redemption prices on the Investor Relations page of its website at http://www.markelcorp.com/investor-relations.
The information in this Item 7.01 shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Tender Offer is being made only pursuant to the Offer to Purchase dated September 12, 2019 and only in such jurisdictions as is permitted under applicable law.
Certain statements in this Item 7.01, including those describing the completion of the Tender Offer and the intended redemptions, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are not historical facts but instead represent only the Company’s belief regarding future events, many of which, by their nature, are inherently uncertain and outside the Company’s control. It is possible that actual results will differ, possibly materially, from the anticipated results indicated in these statements. Factors that could cause actual results to differ, possibly materially, from those in the forward-looking statements are discussed in the Offer to Purchase and throughout the Company’s periodic filings with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, including its Annual Report on Form 10-K for the year ended December 31, 2018 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.
On September 12, 2019, the Company executed an Underwriting Agreement and related pricing agreement (the Underwriting Agreement) with the underwriters named therein. Under the Underwriting Agreement, the Company is issuing $300,000,000 aggregate principal amount of its 3.350% Senior Notes due 2029 (the 2029 Notes) and $500,000,000 aggregate principal amount of its 4.150% Senior Notes due 2050 (the 2050 Notes and together with the 2029 Notes, the Notes) under the Indenture dated as of June 5, 2001 (the Indenture), between the Company and The Bank of New York Mellon (as successor to The Chase Manhattan Bank), as trustee (the Trustee), relating to debt securities, as amended by a Fourteenth Supplemental Indenture to the Indenture with respect to the 2029 Notes, and by a Fifteenth Supplemental Indenture to the Indenture with respect to the 2050 Notes, both supplemental indentures dated as of September 17, 2019 (the Fourteenth Supplemental Indenture and the Fifteenth Supplemental Indenture, respectively). The Underwriting Agreement, the Fourteenth Supplemental Indenture and the Fifteenth Supplemental Indenture are filed as exhibits hereto and are incorporated herein by reference. The form of each of the Notes is included as Exhibit A to the Fourteenth Supplemental Indenture and the Fifteenth Supplemental Indenture, respectively.
Certain exhibits are filed herewith by the Company in connection with the Company's offering of the Notes pursuant to its Prospectus Supplement, dated September 12, 2019, to the Prospectus, dated February 23, 2018, filed with Securities and Exchange Commission (the Commission) as part of the Registration Statement on Form S-3ASR (Registration No. 333-223194), which became effective February 23, 2018.