Last Updated: December 23, 2021
Information on the Proposed Acquisition of Control of State Auto Insurance Company of Wisconsin, by Liberty Mutual Holding Company Inc., LMHC Massachusetts Holding Inc., and Liberty Mutual Group Inc.
On August 5, 2021, Liberty Mutual Holding Company Inc. (“LMHC"), LMHC Massachusetts Holding Inc. (“LMHC MA"), and Liberty Mutual Group Inc. (“LMGI") (collectively, the “Applicants") filed a Form A application requesting permission to acquire State Auto Insurance Company of Wisconsin (“State Auto", “Domestic Insurer"). The proposed acquisition of the Domestic Insurer is part of a broader transaction governed by the terms and conditions set forth in an Agreement and Plan of Merger Combination, dated as of July 12, 2021, by and among LMHC, State Auto Mutual Insurance Company (“SAM"), State Auto Financial Corporation (“STFC") and two wholly owned subsidiaries of LMHC which were formed to facilitate the proposed transactions.
As part of the July 12, 2021, merger LMHC, Pymatuning, Inc., an Ohio corporation and wholly owned indirect subsidiary of LMHC (“Merger Sub I", “Pymatuning"), and Andover, Inc., an Ohio corporation and wholly owned direct subsidiary of LMHC (“Merger Sub II", “Andover"), entered into an Agreement and Plan of Merger and Combination (the “Merger Agreement") with STFC, a publicly traded Ohio corporation, and SAM, pursuant to which LMHC has agreed to acquire SAM and STFC (the “Proposed Transaction").
- Three-Year Financial Projections of the Domestic Insurer [CONFIDENTIAL]