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Markel Corp. – ‘8-K’ for 5/4/21

On: Friday, 5/7/21, at 11:22am ET · For: 5/4/21 · Accession #: 1096343-21-79 · File #: 1-15811

Previous ‘8-K’: ‘8-K’ on / for 2/2/21 · Next: ‘8-K’ on 5/14/21 for 5/10/21 · Latest: ‘8-K’ on 2/26/24 for 2/20/24 · 13 References:

  As Of               Filer                 Filing    For·On·As Docs:Size

 5/07/21  Markel Corp.                      8-K:8,9     5/04/21   15:585K

Current Report — Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     30K 
 2: EX-1.1      EX-1.1 Underwriting Agreement                       HTML    124K 
 3: EX-4.2      EX-4.2 16th Supplemental Indenture                  HTML     85K 
 4: EX-5.1      EX-5.1 Mw Opinion                                   HTML     26K 
11: R1          Cover Page Statement                                HTML     46K 
13: XML         IDEA XML File -- Filing Summary                      XML     13K 
10: XML         XBRL Instance -- mkl-20210504_htm                    XML     22K 
12: EXCEL       IDEA Workbook of Financial Reports                  XLSX      6K 
 6: EX-101.CAL  XBRL Calculations -- mkl-20210504_cal                XML      7K 
 7: EX-101.DEF  XBRL Definitions -- mkl-20210504_def                 XML     10K 
 8: EX-101.LAB  XBRL Labels -- mkl-20210504_lab                      XML     71K 
 9: EX-101.PRE  XBRL Presentations -- mkl-20210504_pre               XML     35K 
 5: EX-101.SCH  XBRL Schema -- mkl-20210504                          XSD     12K 
14: JSON        XBRL Instance as JSON Data -- MetaLinks               12±    18K 
15: ZIP         XBRL Zipped Folder -- 0001096343-21-000079-xbrl      Zip     62K

‘8-K’ — Current Report

This is an HTML Document rendered as filed. [ Alternative Formats ]

iX: C: C:

mkl-20210504

i false i 000109634300010963432021-05-042021-05-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________________________________________________________

FORM i 8-K

_______________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): i May 4, 2021

_______________________________________________

i Markel Corporation

(Exact name of registrant as specified in its charter)

_______________________________________________


i Virginia	i 001-15811	i 54-1959284
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

i 4521 Highwoods Parkway, i Glen Allen, i Virginia i 23060-6148

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: ( i 804) i 747-0136

Not Applicable

(Former name or former address, if changed since last report)

_______________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


i ☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

i ☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

i ☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

i ☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered

i Common Stock, no par value	i MKL	i New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company i ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 8.01			Other Events.

On May 4, 2021, Markel Corporation (the Company) executed an Underwriting Agreement and related pricing agreement (the Underwriting Agreement) with the representatives of the underwriters named therein. Under the Underwriting Agreement, the Company is issuing $600,000,000 aggregate principal amount of its 3.450% Senior Notes due 2052 (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 Sixteenth Supplemental Indenture to the Indenture with respect to the Notes, dated as of May 7, 2021 (the Sixteenth Supplemental Indenture). The Underwriting Agreement and the Sixteenth Supplemental Indenture are filed as exhibits hereto and are incorporated herein by reference. The form of the Notes is included as Exhibit A to the Sixteenth Supplemental Indenture.

Certain exhibits are filed herewith by the Company in connection with the Company's offering of the Notes pursuant to its Prospectus Supplement, dated May 4, 2021, to the Prospectus, dated February 19, 2021, filed with Securities and Exchange Commission (the Commission) as part of the Registration Statement on Form S-3ASR (Registration No. 333-253330), which became effective February 19, 2021.


Item 9.01			Financial Statements and Exhibits.


Exhibit No.						Description
1.1						Underwriting Agreement and related pricing agreement, dated as of May 4, 2021, between Markel Corporation and the representatives of the underwriters named therein (filed herewith)
4.1						Indenture, dated as of June 5, 2001, between Markel Corporation and The Bank of New York Mellon (as successor to The Chase Manhattan Bank), as Trustee (incorporated by reference from Exhibit 4.1 in the Registrant's report on Form 8-K filed with the Commission June 5, 2001)
4.2						Sixteenth Supplemental Indenture, dated as of May 7, 2021, between Markel Corporation and The Bank of New York Mellon, including form of 3.450% Senior Notes due 2052 as Exhibit A (filed herewith)
5.1						Opinion of McGuireWoods LLP (filed herewith)
23.1						C onsent of McGuireWoods LLP (contained in Exhibit 5.1 filed herewith)
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	MARKEL CORPORATION

May 7, 2021	By:	/s/ *Richard R. Grinnan*
	Name:	Richard R. Grinnan
	Title:	Senior Vice President, Chief Legal Officer and Secretary

Dates Referenced Herein and Documents Incorporated by Reference

This ‘8-K’ Filing	Date	Other Filings

Filed on:	5/7/21	4
For Period end:	5/4/21	424B5, FWP
	2/19/21	10-K, 4, S-3ASR, S-8
	6/5/01	8-K
		List all Filings

12 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/01/24  Markel Group Inc.                 10-Q        3/31/24   76:8.9M
 2/23/24  Markel Group Inc.                 10-K       12/31/23  145:22M
11/01/23  Markel Group Inc.                 10-Q        9/30/23   84:12M
 8/02/23  Markel Group Inc.                 10-Q        6/30/23   86:12M
 4/26/23  Markel Group Inc.                 10-Q        3/31/23   81:10M
 2/17/23  Markel Group Inc.                 10-K       12/31/22  140:24M
11/01/22  Markel Group Inc.                 10-Q        9/30/22   76:13M
 8/02/22  Markel Group Inc.                 10-Q        6/30/22   74:12M
 4/26/22  Markel Group Inc.                 10-Q        3/31/22   74:10M
 2/18/22  Markel Group Inc.                 10-K       12/31/21  126:23M
11/02/21  Markel Group Inc.                 10-Q        9/30/21   70:12M
 8/03/21  Markel Group Inc.                 10-Q        6/30/21   68:12M

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 6/05/01  Markel Corp.                      8-K:5,7     5/30/01    7:623K                                   Donnelley … Solutions/FA

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Filing Submission 0001096343-21-000079 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Markel Corp. – ‘8-K’ for 5/4/21

On: Friday, 5/7/21, at 11:22am ET · For: 5/4/21 · Accession #: 1096343-21-79 · File #: 1-15811

Current Report — Form 8-KFiling Table of Contents

‘8-K’ — Current Report

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

12 Subsequent Filings that Reference this Filing

1 Previous Filing that this Filing References

Current Report — Form 8-K

Filing Table of Contents