ITEM 8.01 OTHER EVENTS.
As previously disclosed, on July 12, 2021, State Auto Financial Corporation (the
"Company") and State Automobile Mutual Insurance Company, an Ohio mutual
insurance company and the owner of approximately 58.8% of the Company's issued
and outstanding common stock as of the date thereof ("SAM" or "State Auto
Mutual"), entered into an Agreement and Plan of Merger and Combination (the
"Merger Agreement") with Liberty Mutual Holding Company Inc., a Massachusetts
mutual holding company ("LMHC"), Pymatuning, Inc., an Ohio corporation and
wholly-owned indirect subsidiary of LMHC ("Merger Sub I"), and Andover, Inc., an
Ohio corporation and wholly-owned direct subsidiary of LMHC ("Merger Sub II").
The Merger Agreement provides for (i) the reorganization of State Auto Mutual
pursuant to the terms of a Plan of Reorganization, dated as of August 3, 2021
(the "Plan"), effectuated through a merger of Merger Sub II with and into State
Auto Mutual with State Auto Mutual surviving such merger as an Ohio domiciled
reorganized stock insurance subsidiary of LMHC (State Auto Mutual, as so
reorganized, the "Reorganized Company"), with the articles of incorporation and
code of regulations of the Reorganized Company being amended in the forms of the
Amended Articles of Incorporation and Amended and Restated Code of Regulations
attached as exhibits to the Plan (such amended and restated organizational
documents, the "Amended Organizational Documents", and the foregoing
transactions, collectively, the "Reorganization") and (ii) the merger of Merger
Sub I with and into the Company, with the Company surviving such merger as a
wholly-owned indirect subsidiary of LMHC (the "STFC Merger" and, together with
the Reorganization, the "Transactions").
In addition, as previously disclosed, at a special meeting of shareholders of
the Company held on September 29, 2021, at which a quorum was present, the
Company's shareholders voted to approve a proposal to adopt the Merger
Agreement.
On November 22, 2021, at a special meeting of the members of State Auto Mutual,
at which a quorum was present, the members of State Auto Mutual voted to approve
the Plan and the Amended Organizational Documents, and to adopt the Merger
Agreement, with approximately 88% of votes cast by State Auto members in person
(virtually) or by proxy at such meeting in favor of such proposal.
The closing of the Transactions remains subject to the receipt of required
regulatory approvals, and satisfaction of other customary closing
conditions. The Transactions are expected to close in 2022.
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STATE AUTO FINANCIAL CORPORATION 