State of Connecticut
 
Connecticut Insurance Department

PROPOSED ACQUISITION OF CONTROL - DOCKET # EX 21-77

In the Matter of:

PROPOSED ACQUISITION OF CONTROL OF
PATRONS MUTUAL INSURANCE COMPANY OF CONNECTICUT
controlled through affiliation by
STATE AUTOMOBILE MUTUAL INSURANCE COMPANY
BY
LIBERTY MUTUAL HOLDING COMPANY INC.,
LMHC MASSACHUSETTS HOLDINGS INC.
and
LIBERTY MUTUAL GROUP INC.
DOCKET # EX 21-77

OVERVIEW

On August 6, 2021, LIBERTY MUTUAL HOLDING COMPANY INC., LMHC MASSACHUSETTS HOLDINGS INC. and LIBERTY MUTUAL GROUP INC. (the “Applicants”), filed an application on Form A with the Connecticut Insurance Department (the “Department”) pursuant to Conn. Gen. Stat. § 38a-130, and Regs,. Conn. State Agencies § 38a-138-6 (the “Application”) requesting approval by the Insurance Commissioner of the State of Connecticut for the proposed acquisition of control (the “Proposed Acquisition”) of the Connecticut domestic insurer PATRONS MUTUAL INSURANCE COMPANY OF CONNECTICUT (the “Domestic Insurer”) controlled through affiliation by STATE AUTOMOBILE MUTUAL INSURANCE COMPANY. The Proposed Acquisition will be effected pursuant to the terms of a Merger Agreement dated as of July 12, 2021.

As required by Conn. Gen. Stat. §38a-132 and Regs., Conn. State Agencies §38a-138-6 a public hearing will be held on the Proposed Acquisition of the Domestic Insurers within thirty days after the Application is deemed complete in all respects. When the Application is complete, a notice of public hearing will be issued to consider the Proposed Acquisition.


The following is a list of all documents related to the Proposed Acquisition which are available for public viewing. Some documents which include trade secrets or personal data have been exempted from public inspection pursuant to the Connecticut Freedom of Information Act. (see Conn. Gen. Stat. §1-210).

  1. Form A Submission Letter
  2. Connecticut Form A
  3. Index Of Exhibits
  4. Checklist To Connecticut Form A
  5. Exhibit A - Merger Agreement
  6. Exhibit B-1 - Organizational Chart Of The Applicants Before The Proposed Transaction
  7. Exhibit B-2 - Organizational Chart Of The Applicants After The Proposed Transaction
  8. Exhibit B-3 - Abbreviated Organizational Chart Of The Domestic Insurer Before The Proposed Transaction
  9. Exhibit B-4 - Abbreviated Organizational Chart Of The Domestic Insurer After The Proposed Transaction
  10. Exhibit C-1 - Current Directors And Executive Officers Of LMHC
  11. Exhibit C-2 - Current Directors And Executive Officers Of MHI
  12. Exhibit C-3 - Current Directors And Executive Officers Of LMGI
  13. Exhibit D-1 - Proposed Directors And Executive Officers Of The Domestic Insurer
  14. Exhibit D-2 - Proposed Directors And Executive Officers Of SAM
  15. Exhibit E-1 - Audited Consolidated Financial Statements Of LMHC For The Year Ended December 31, 2020
  16. Exhibit E-2 - Audited Consolidated Financial Statements Of LMHC For The Year Ended December 31, 2019
  17. Exhibit E-3 - Audited Consolidated Financial Statements Of LMHC For The Year Ended December 31, 2018
  18. Exhibit E-4 - Audited Consolidated Financial Statements Of LMHC For The Year Ended December 31, 2017
  19. Exhibit E-5 - Audited Consolidated Financial Statements Of LMHC For The Year Ended December 31, 2016
  20. Exhibit E-6 - Consolidated Statements Of Income Of LMHC For The Quarter Ended March 31, 2021
  21. Exhibit F-1 - Statutory Annual Statement Of The Domestic Insurer For The Year Ended December 31, 2020
  22. Exhibit F-2 - Statutory Annual Statement Of The Domestic Insurer For The Year Ended December 31, 2019 (Part 1 Of 2)
  23. Exhibit F-2 - Statutory Annual Statement Of The Domestic Insurer For The Year Ended December 31, 2019 (Part 2 Of 2)
  24. Exhibit F-3 - Statutory Annual Statement Of The Domestic Insurer For The Year Ended December 31, 2018 (Part 1 Of 2)
  25. Exhibit F-3 - Statutory Annual Statement Of The Domestic Insurer For The Year Ended December 31, 2018 (Part 2 Of 2)
  26. Exhibit G-1 - Annual Report Of STFC For 2020
  27. Exhibit G-2 - Annual Report Of STFC For 2019
  28. Exhibit H - List Of Regulatory Approvals
  29. Exhibit I - Three-Year Financial Projections Of The Domestic Insurer (PMI)
  30. Exhibit J - Plan Of Operations Of The Domestic Insurer

Amended and Restated Form-A and Supplemental Filings
  1. Letter To Connecticut Insurance Department, From Applicant Dated November 1, 2021
  2. Exhibit A - Amended Statutory Financial Projections For The Domestic Insurer
  3. Exhibit B - Consolidated Statements Of Income Of LMHC For The Quarter Ended June 30, 2021
  4. Exhibit C-1 - Statutory Quarterly Statement Of The Domestic Insurer For The Quarter Ended March 31, 2021
  5. Exhibit C-2 - Statutory Quarterly Statement Of The Domestic Insurer For The Quarter Ended June 30, 2021
  6. Amended And Restated Form A Submission Letter
  7. Amended And Restated Form A Application
  8. Amended And Restated Form A Exhibit List
  9. Blackline - Amended And Restated Form A Application
  10. Exhibit C-1 - Current Directors And Executive Officers Of LMHC
  11. Exhibit C-3 - Current Directors And Executive Officers Of LMGI
  12. Exhibit D-1 - Proposed Directors And Executive Officers Of The Domestic Insurer
  13. Exhibit D-2 - Proposed Directors And Executive Officers Of SAM
  14. Exhibit E-7 - Consolidated Statements Of Income Of LMHC For The Quarter Ended June 30, 2021
  15. Exhibit E-8 - Consolidated Statements Of Income Of LMCH For The Quarter Ending Sept. 30, 2021
  16. Exhibit F-4 - Statutory Quarterly Statement Of The Domestic Insurer For The Quarter Ended March 31, 2021
  17. Exhibit F-5 - Statutory Quarterly Statement Of The Domestic Insurer For The Quarter Ended June 30, 2021
  18. Exhibit F-6 - Statutory Quarterly Statement Of The Domestic Insurer For The Quarter Ended Sept. 30, 2021
  19. Exhibit I - Amended Statutory Financial Projections For The Domestic Insurer
  20. Exhibit J - Amended And Restated Plan Of Operations
  21. Exhibit K-2 - Schedule I To Merger Agreement
  22. Exhibit K-2 - Schedule II To Merger Agreement
  23. Exhibit L-1 - LMHC Disclosure Letter
  24. Exhibit L-2 - Redacted Disclosure Letter Of SAM And STFC
  25. Exhibit M - Directors And Officers Of Applicants
  26. Exhibit N - Directors And Officers Of Domestic Insurer
  27. Exhibit O - Liberty HSR Application
  28. Supplemental Submission Letter To Department
  29. Redacted Exhibit A To Merger Agreement
  30. Letter To Connecticut Insurace From The Applicants, Dated January 14, 2022
  31. Updated Exhibits C1 - C3
  32. Letter To The Connecticut Insurance Department, Dated January 21, 2022
  33. Letter To The Connecticut Insurance Department, Dated January 26, 2022
  34. Updated Exhibits C1-C3




Connecticut Insurance Department
Contact Us