STATE AUTO FINANCIAL CORPORATION Item 2.01 Completion of Acquisition or Disposition of Assets.
As described in the Introductory Note above, at the effective time of the STFC
Merger (the "Effective Time") on the Closing Date, LMHC completed its previously
announced acquisition of STFC. As a result of the STFC Merger, STFC survived as
a wholly-owned indirect subsidiary of LMHC. At the Effective Time, each share
of STFC's common stock, no par value per share (each, a "Share"), that was
issued and outstanding immediately prior to the Effective Time (other than the
SAM Owned Shares, the Cancelled Shares and the Dissenting Shares) was converted
automatically into the right to receive an amount in cash, without interest,
equal to
In addition, at the Effective Time, (i) each restricted stock award (each, a
"STFC RSA") that was outstanding immediately prior to the Effective Time,
whether vested or unvested, became fully vested, in the case of a time-based
vesting STFC RSA, or became vested at the target level of performance, in the
case of a performance-based vesting STFC RSA, and, in each case, automatically
converted, to the extent vested after giving effect to this clause, into the
right to receive the Merger Consideration (it being understood that any
performance-based STFC RSA that did not vest in accordance with this clause was
automatically forfeited at the Effective Time without payment therefor); (ii)
each STFC restricted stock unit (each, a "STFC RSU") that was outstanding
immediately prior to the Effective Time, whether vested or unvested, became
fully vested, in the case of a time-based vesting STFC RSU, or became vested at
the target level of performance, in the case of a performance-based vesting STFC
RSU, and, in each case, automatically converted, to the extent vested after
giving effect to this clause, into the right to receive a lump-sum amount in
cash, without interest, equal to the product of (A) the Merger Consideration and
(B) the number of Shares subject to such STFC RSU (it being understood that any
performance-based STFC RSU that did not vest in accordance with this clause was
automatically forfeited at the Effective Time without payment therefor); (iii)
each option to acquire Shares (each, a "STFC Stock Option") that was outstanding
immediately prior to the Effective Time, whether vested or unvested, was deemed
to be fully vested and was cancelled and converted into the right to receive a
lump-sum amount in cash, without interest, equal to the product of (A) the
excess, if any, of (1) the Merger Consideration, over (2) the per share exercise
price of such STFC Stock Option, multiplied by (B) the total number of Shares
subject to such STFC Stock Option immediately prior to the Effective Time (it
being understood that any STFC Stock Option with an exercise price per Share
that was equal to or greater than the Merger Consideration at the Effective Time
was cancelled for no consideration therefor); and (iv) each STFC cash-based
performance award unit (each, a "STFC PAU") that was outstanding immediately
prior to the Effective Time became vested at the target level of performance,
and was automatically cancelled and converted into the right to receive a
lump-sum amount in cash, without interest, equal to
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The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. The foregoing . . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continuing Listing Rule or
Standard; Transfer of Listing.
On the Closing Date, STFC (i) notified The NASDAQ Global Select Market
("Nasdaq") of the consummation of the STFC Merger and (ii) requested that Nasdaq
file with the
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
Item 3.03 Material Modification to Rights of Security Holders.
As a result of the STFC Merger, each Share that was issued and outstanding immediately prior to the Effective Time (other than the SAM Owned Shares, the Cancelled Shares and the Dissenting Shares, as described in Item 2.01 of this Current Report on Form 8-K) was converted, at the Effective Time, into the right to receive the Merger Consideration. Accordingly, at the Effective Time, the holders of such Shares ceased to have any rights as shareholders of STFC, other than the right to receive the Merger Consideration.
The information contained in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01 Change in Control of Registrant.
As a result of the STFC Merger, at the Effective Time, a change of control of STFC occurred, and STFC became a wholly-owned indirect subsidiary of LMHC.
The information contained in the Introductory Note and Items 2.01, 3.01 and 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Pursuant to the Merger Agreement, at the Effective Time,
Pursuant to the Merger Agreement, at the Effective Time, the directors of Merger Sub I immediately prior to the Effective Time became the directors of STFC.
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Pursuant to the Merger Agreement, the Articles of Incorporation of STFC were amended and restated in their entirety at the Effective Time. A copy of such Amended and Restated Articles of Incorporation are attached as Exhibit 3.01 hereto and are incorporated herein by reference.
Pursuant to the Merger Agreement, the Code of Regulations of STFC were amended and restated in their entirety at the Effective Time. A copy of such amended and restated Code of Regulations of STFC are attached as Exhibit 3.04 hereto and are incorporated herein by reference.
The information contained in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description of Exhibit 2.1 Agreement and Plan of Merger and Combination by and amongLiberty Mutual Holding Company Inc. ,Pymatuning, Inc. ,Andover, Inc. ,State Automobile Mutual Insurance Company , andState Auto Financial Corporation , dated as ofJuly 12, 2021 (incorporated by reference to Exhibit 2.1 to STFC's Current Report on Form 8-K filed with the Commission onJuly 12, 2021 ). 3.01 Second Amended and Restated Articles of Incorporation ofState Auto Financial Corporation 3.04 Second Amended and Restated Code of Regulations ofState Auto Financial Corporation 99.1 Press release, datedMarch 1, 2022
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