UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 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): September 2830, 2021 (September 29, 2021)

STATE AUTO FINANCIAL CORPORATION

(Exact name of Registrant as specified in its charter)

Ohio	000-19289	31-1324304
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

518 East Broad Street Columbus, Ohio		43215-3976
(Address of principal executive offices)		(Zip Code)

(614) 464-5000

Registrant’s telephone number, including area code

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 (see General Instruction A.2. below):

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

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

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

☐	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	Name of each exchange on which registered
Common shares, without par value	STFC	The NASDAQ Global Select Market

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 ☐

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 85.0107. ~~OTHER~~SUBMISSION ~~EVENTS~~OF MATTERS TO A VOTE OF SECURITY HOLDERS.

~~Supplement~~A special meeting of shareholders (the “Special Meeting”) of State Auto Financial Corporation (“STFC”) was held on September 29, 2021 to ~~Definitive~~vote ~~Proxy~~on the ~~Statement~~proposals identified in the definitive proxy statement filed by STFC with the U.S. Securities and Exchange Commission on August 27, 2021 in connection with the transactions contemplated by the Agreement and Plan of Merger and Combination, dated as of July 12, 2021, by and among STFC, State Automobile Mutual Insurance Company (“SAM”), Liberty Mutual Holding Company Inc. (“LMHC”), Pymatuning, Inc., a wholly-owned indirect subsidiary of LMHC (“Merger Sub I”), and Andover, Inc., a wholly-owned direct subsidiary of LMHC (the “Merger Agreement”), providing for, among other things, the merger of Merger Sub I with and into STFC (the “Merger”), with STFC surviving the Merger as the surviving corporation.

~~This~~At ~~is a supplement to~~ the Definitive Proxy Statement on Schedule 14A filed by State Auto Financial Corporation, an Ohio corporation (“STFC” or the “Company”), with the Securities and Exchange Commission (the “SEC”) on August 27, 2021 (the “Definitive Proxy Statement”) that was first mailed to STFC shareholders in connection with the solicitation of proxies for use at a special meeting of shareholders of STFC (the “Special Meeting~~”) to be virtually held on September 29~~, ~~2021,~~the atfollowing ~~11:00~~proposals ~~a.m.,~~were ~~Eastern Time, at www.virtualshareholdermeeting.com/STFC2021SM.~~considered:

~~The~~1. ~~purpose~~A ~~of the Special Meeting is to consider and vote on a~~ proposal to adopt the ~~Agreement and Plan of~~ Merger ~~and Combination, dated as of July 12, 2021 (the “Merger~~ Agreement~~”),~~ ~~by and among STFC, State Automobile Mutual Insurance Company, an Ohio mutual insurance company~~ (“SAM”), 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 (the “Merger Proposal”). Pursuant to the terms of the Merger Agreement, among other things, Merger Sub I will be merged with and into STFC (the “Merger”), the separate corporate existence of Merger Sub I will cease and STFC will continue as the surviving entity. The Definitive Proxy Statement is amended and supplemented by, and should be read as part of, and in conjunction with, the information set forth in this Current Report on Form 8-K. To the extent that information set forth herein differs from or updates information contained in the Definitive Proxy Statement, the information contained herein supersedes the information contained in the Definitive Proxy Statement. Capitalized terms used but not defined herein have the meanings set forth in the Definitive Proxy Statement.;

If2. ~~any~~A ~~shareholders~~proposal ~~have~~to ~~not~~approve, ~~already~~on ~~submitted~~ a ~~proxy~~non-binding ~~for~~advisory ~~use at the Special Meeting~~basis, ~~they~~compensation ~~are~~that ~~urged~~may tobe doreceived soby ~~promptly. No~~STFC’s ~~action~~named inexecutive ~~connection~~officers, ~~with the~~which ~~information~~is ~~set~~based ~~forth in this Current Report~~ on ~~Form 8-K is~~or ~~required~~otherwise byrelates ~~any~~to ~~shareholder~~the ~~who~~Merger ~~has~~(the ~~previously~~“Advisory ~~delivered~~Compensation aProposal”); ~~proxy~~ and ~~who does not wish to revoke or change that proxy.~~

If3. ~~you~~A ~~have~~proposal ~~any~~to ~~questions~~adjourn ~~concerning~~ the ~~Merger~~Special ~~Agreement,~~Meeting ~~the~~to ~~Merger,~~a ~~the~~later ~~Special~~date ~~Meeting~~ or ~~the~~time, ~~Definitive~~if ~~Proxy~~necessary ~~Statement~~or appropriate, ~~would~~to ~~like~~ solicit additional ~~copies~~proxies ofin the ~~Definitive~~event ~~Proxy~~there ~~Statement,~~are orinsufficient ~~need~~votes ~~help~~at ~~submitting~~the atime ~~proxy~~of tothe ~~have~~Special ~~your~~Meeting ~~shares~~or ~~voted,~~any ~~please~~adjournment ~~contact~~thereof ~~STFC~~to ~~Investor~~approve ~~Relations~~the atMerger ~~(800)~~Proposal ~~622-6757~~ (~~U.S.,~~the ~~Canada,~~“Adjournment ~~Puerto Rico~~Proposal”) ~~or (781) 575-4735 (outside the U~~.~~S.).~~

~~STFC~~At ~~believes that~~ the ~~Definitive~~Special ~~Proxy Statement contains all material information required to be disclosed. However~~Meeting, ~~STFC wishes~~ ~~to voluntarily make supplemental disclosures related to~~ the Merger, ~~which~~Proposal ~~are~~and ~~set~~the ~~forth~~Advisory ~~below.~~Compensation ~~Nothing~~Proposal inwere ~~this~~approved ~~Current~~by ~~Report~~the onrequisite ~~Form 8-K~~vote ~~shall be deemed an admission~~ of the ~~legal~~Company’s shareholders. ~~necessity~~Sufficient orvotes ~~materiality~~were ~~under~~received ~~applicable~~to ~~law~~approve ~~of any of~~ the ~~disclosures~~ ~~set~~Adjournment ~~forth~~Proposal, ~~herein.~~but ~~STFC~~such ~~specifically~~an ~~denies~~adjournment ~~that~~was ~~any~~not ~~further~~necessary ~~disclosure~~in islight ~~required~~of tothe ~~supplement~~approval of the ~~disclosure~~Merger ~~set~~Proposal. ~~forth~~The infinal ~~the~~voting ~~Definitive~~results ~~Proxy~~for ~~Statement~~each ~~under~~proposal ~~applicable~~are ~~law~~described below.

~~The~~1. ~~information~~Merger ~~contained herein speaks only as of September 28, 2021, unless the information specifically indicates that another date applies.~~Proposal

Unaudited Financial Projections of the Company.

Votes For		Votes Against				Abstentions
39,316,080				206,052				3,449

~~The~~2. ~~following~~Advisory ~~underlined~~Compensation ~~language is added to the table on page 36 of the Definitive Proxy Statement.~~Proposal

(dollars in millions)		Calendar Year Ending December 31,
Votes For	Votes Against				Abstentions
		2021				2022			2023			2024			2025
37,652,057			1,181,509				692,015
Total Written Premiums		$	1,604			$	1,774		$	2,310		$	2,664		$	3,064
Total Earned Premiums		$	1,510			$	1,697		$	2,158		$	2,487		$	2,864
Net Investment Income		$	66			$	68		$	83		$	95		$	110
Total Net Investment Gain		$	38			$	0		$	0		$	0		$	0
Other Income from Affiliates		$	2			$	2		$	3		$	3		$	3
Total Revenues		$	1,616			$	1,767		$	2,243		$	2,585		$	2,977
Losses and Loss Expenses		$	(1,024	)		$	(1,043	)	$	(1,370	)	$	(1,591	)	$	(1,862	)
Acquisition and Operating Expenses		$	(484	)		$	(552	)	$	(676	)	$	(754	)	$	(830	)
Interest Expense		$	(5	)		$	(5	)	$	(5	)	$	(5	)	$	(5	)
Other Expenses		$	(10	)		$	(10	)	$	(8	)	$	(8	)	$	(8	)
Pre-Tax Income		$	94			$	158		$	184		$	227		$	271
Tax Benefit (Expense)		$	(18	)		$	(31	)	$	(37	)	$	(45	)	$	(55	)
Net Income (Loss)(1)		$	76			$	127		$	148		$	181		$	216
Net Investment Loss		$	(30	)		$	0		$	0		$	0		$	0
GAAP Loss Ratio			67.8	%			61.4	%		63.5	%		64.0	%		65.0	%
GAAP Expense Ratio			32.1	%			32.5	%		31.3	%		30.3	%		29.0	%
GAAP Combined Ratio			99.9	%			94.0	%		94.8	%		94.3	%		94.0	%
Book Value (Excl. AOCI)		$	1,031			$	1,147		$	1,277		$	1,441		$	1,640

~~(1) For the calendar year ending December 31, 2021, Net Income (Loss) includes the impact of net realized and unrealized gains on investments of $38 million~~3. ~~Net~~Adjournment ~~income from operations adjusting for the impact of net realized and unrealized gains on investment for the calendar year ending December 31, 2021 is $46 million.~~Proposal

Opinion of Houlihan Lokey Capital, Inc. – Financial Analyses.

Votes For		Votes Against				Abstentions
37,863,184				1,013,975				648,422

~~The~~ITEM ~~following~~7.01. ~~underlined~~REGULATION ~~language~~FD ~~is added to the tables on page 42 of the Definitive Proxy Statement.~~DISCLOSURE

(dollars in millions) Date Announced

Date Effected

Target

Acquirer

Transaction Value / MRQ Book Value (excluding AOCI)

Transaction Value

2/16/2021

6/1/2021

Protective Insurance Corporation

The Progressive Corporation

0.99

338

1/15/2021

Pending

ProSight Global, Inc.

TowerBrook Capital Partners L.P.; Further Global Capital Management, L.P.

1.10

586

11/23/2020

4/1/2021

American Access Casualty Company/Newins Insurance Agency Holdings, LLC

Kemper Corporation

2.33

370

11/5/2020

6/1/2021

RSA Insurance Group plc (nka:RSA Insurance Group Limited)

Intact Financial Corporation; Tryg A/S

1.55

9,761

10/9/2020

7/2/2021

Watford Holdings Ltd.

Arch Capital Group Ltd.

0.79

619

9/17/2020

12/31/2020

GAINSCO, Inc.

State Farm Mutual Automobile Insurance Company

3.61

400

8/6/2020

2/26/2021

Sirius International Insurance Group, Ltd.

Third Point Reinsurance Ltd.

0.45

788

7/7/2020

1/4/2021

National General Holdings Corp.

The Allstate Corporation

1.31

3,666

11/16/2018

9/19/2019

EMC Insurance Group Inc

Employers Mutual Casualty Company

1.33

786

8/28/2018

2/15/2019

Aspen Insurance Holdings Limited

Apollo Global Management, LLC

0.88

2,600

8/22/2018

5/23/2019

The Navigators Group, Inc

The Hartford Financial Services Group, Inc

1.64

2,084

3/5/2018

9/12/2018

XL Group Ltd

AXA SA

1.68

15,084

2/13/2018

7/2/2018

Infinity Property and Casualty Corporation

Kemper Corporation

1.89

1,323

1/22/2018

7/18/2018

Validus Holdings, Ltd.

American International Group, Inc

1.39

5,394

1/9/2018

11/9/2018

AmTrust Financial Services, Inc.

Stone Point Capital LLC ; Trident VII, L.P.

0.76

2,905

8/8/2017

11/30/2017

NBIC Holdings, Inc.

Heritage Insurance Holdings, Inc.

2.34

250

7/26/2017

11/17/2017

State National Companies, Inc.

Markel Corporation

2.90

923

5/2/2017

9/28/2017

Intact Insurance Group USA Holdings Inc.

Intact Financial Corporation

1.65

1,715

12/5/2016

5/1/2017

Ironshore Inc.

Liberty Mutual Group, Inc.

1.42

2,935

3/7/2016

11/10/2016

National Interstate Corporation

Great American Insurance Company, Inc.

1.77

639

7/1/2015

1/14/2016

The Chubb Corporation

ACE Limited

1.85

28,198

6/10/2015

10/28/2015

HCC Insurance Holdings Inc.

Tokio Marine & Nichido Fire Insurance Co., Ltd.

1.99

7,502

4/14/2015

3/18/2016

PartnerRe Ltd.

Exor S.p.A.

0.96

6,792

4/1/2015

6/1/2015

AmCo Holding Company

RDX Holding Company, LLC

1.04

216

12/17/2014

5/1/2015

Catlin Group Ltd.

XL Group plc

0.70

3,907

9/29/2011

5/1/2012

Harleysville Group Inc.

Nationwide Mutual Insurance Company

2.60

1,771

11/5/2007

4/15/2008

Alfa Corporation

Alfa Mutual Insurance Company; Alfa Mutual Fire Insurance Company

2.15

1,859

On September 30, 2021, STFC issued a press release announcing that the Merger Agreement had been adopted by STFC’s shareholders at the Special Meeting, a copy of which is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

(dollars in millions)	Transaction Value / MRQ Book Value (excluding AOCI)			Transaction Value
Low		0.45	x	$	216
High		3.61	x	$	28,198
Median		1.55	x	$	1,771
Mean		1.60	x	$	3,834

The information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by STFC under the Securities Act of 1933, as amended, or Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

~~Opinion~~Cautionary ofNotice ~~Houlihan~~Regarding ~~Lokey~~Forward ~~Capital,~~Looking ~~Inc. – Other Matters.~~Statements

~~The~~Except ~~following~~for ~~underlined~~historical ~~language~~information, isall ~~added~~other information in this communication consists of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, and related oral statements STFC may make, are subject to risks and uncertainties that could cause actual results to differ materially from those projected, anticipated or implied. For example, (1) conditions to the ~~second~~closing of the transactions may not be satisfied; (2) regulatory approvals required for the transactions may not be obtained, or required regulatory approvals may delay the transactions or result in the imposition of conditions that could have a material adverse effect on LMHC, SAM or STFC or cause the parties to ~~last~~abandon ~~paragraph~~the transactions; (3) uncertainty as to the timing of completion of the transactions; (4) the business of LMHC, SAM or STFC may suffer as a result of uncertainty surrounding the transactions; (5) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (6) risks related to disruption of management’s attention from the ongoing business operations of LMHC, SAM or STFC due to the transactions; (7) the effect of the announcement of the transactions on ~~page~~the 43relationships of LMHC, SAM or STFC with its clients, operating results and business generally; (8) the ~~Definitive~~outcome ~~Proxy~~of any ~~Statement~~legal proceedings to the extent initiated against LMHC, SAM or STFC following the announcement of the proposed transaction; and (9) LMHC, SAM or STFC may be adversely affected by other economic, business, and/or competitive factors as well as management’s response to any of the aforementioned factors. The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein and elsewhere, including the risk factors included in STFC’s most recent Annual Report on Form 10-K, STFC’s most recent Quarterly Report on Form 10-Q, the definitive proxy statement filed by STFC on August 27, 2021, and other documents of STFC on file with the Securities Exchange Commission. STFC undertakes no obligation to update or revise any forward-looking statements.

~~Houlihan~~ITEM Lokey and certain of its affiliates may provide investment banking, financial advisory and/or other financial or consulting services to the Company, SAM, LMHC, other participants in the Transactions or certain of their respective affiliates or security holders in the future, for which Houlihan Lokey and its affiliates may receive compensation9. Furthermore, in connection with bankruptcies, restructurings, distressed situations and similar matters, Houlihan Lokey and certain of its affiliates may have in the past acted, may currently be acting and may in the future act as financial advisor to debtors, creditors, equity holders, trustees, agents and other interested parties (including, without limitation, formal and informal committees or groups of creditors) that may have included or represented and may include or represent, directly or indirectly, or may be or have been adverse to, the Company, SAM, LMHC, other participants in the Transactions or certain of their respective affiliates or security holders, for which advice and services Houlihan Lokey and its affiliates have received and may receive compensation01. ~~Based~~ onFINANCIAL aSTATEMENTS ~~review~~AND of its internal information management systems, Houlihan Lokey did not identify any engagements by the Company, SAM or LMHC for which Houlihan Lokey received fees for providing investment banking or financial advisory services during the two years immediately prior to the date of its opinionEXHIBITS.

~~Cautionary~~(d) ~~Notice Regarding Forward-Looking Statements~~Exhibits.

Except for historical information, all other information in this communication consists of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, and related oral statements STFC may make, are subject to risks and uncertainties that could cause actual results to differ materially from those projected, anticipated or implied. For example, (1) conditions to the closing of the transactions may not be satisfied; (2) regulatory approvals required for the transactions may not be obtained, or required regulatory approvals may delay the transactions or result in the imposition of conditions that could have a material adverse effect on LMHC, SAM or STFC or cause the parties to abandon the transactions; (3) uncertainty as to the timing of completion of the transactions; (4) the business of LMHC, SAM or STFC may suffer as a result of uncertainty surrounding the transactions; (5) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (6) risks related to disruption of management’s attention from the ongoing business operations of LMHC, SAM or STFC due to the transactions; (7) the effect of the announcement of the transactions on the relationships of LMHC, SAM or STFC with its clients, operating results and business generally; (8) the outcome of any legal proceedings to the extent initiated against LMHC, SAM or STFC following the announcement of the proposed transaction; and (9) LMHC, SAM or STFC may be adversely affected by other economic, business, and/or competitive factors as well as management’s response to any of the aforementioned factors. The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein and elsewhere, including the risk factors included in STFC’s most recent Annual Report on Form 10-K, STFC’s most recent Quarterly Report on Form 10-Q, the Definitive Proxy Statement and other documents of STFC on file with the SEC. STFC undertakes no obligation to update or revise any forward-looking statements.

Exhibit No.		Description

99.1		Press Release issued by State Auto Financial Corporation, dated September 30, 2021

104		The cover page from this Current Report on Form 8-K, formatted as Inline XBRL

Additional Information and Where to Find It

In connection with the proposed transaction, STFC has filed with the SEC the Definitive Proxy Statement and may file or furnish other documents with the SEC regarding the proposed transaction. This communication is not a substitute for the Definitive Proxy Statement or any other document that STFC may file with the SEC. The Definitive Proxy Statement was filed with the SEC and was first mailed to shareholders of STFC on August 27, 2021. INVESTORS IN AND SECURITY HOLDERS OF STFC ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED WITH OR FURNISHED TO OR WILL BE FILED WITH OR WILL BE FURNISHED TO THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the Definitive Proxy Statement and other documents filed with or furnished to the SEC by STFC (when available) through the web site maintained by the SEC at www.sec.gov or by contacting STFC’s investor relations department.

Participants in the Solicitation

STFC and its directors and executive officers and SAM may be deemed to be participants in the solicitation of proxies from STFC’s shareholders in connection with the proposed transaction. Information regarding STFC’s directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is contained in STFC’s Annual Report on Form 10-K for the year ended December 31, 2020 and the Definitive Proxy Statement. To the extent holdings of STFC securities by directors or executive officers of STFC have changed since the amounts contained in the Definitive Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. You may obtain free copies of these documents as described in the preceding paragraph filed with or furnished to the SEC because they will contain important information.

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.

	STATE AUTO FINANCIAL CORPORATION
September 28, 2021	/s/ Melissa A. Centers
September 30, 2021	/s/ Melissa A. Centers
	Senior Vice President, Secretary and General Counsel

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