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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 4, 2020 (September 2, 2020)
STATE AUTO FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
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| Ohio | 000-19289 | 31-1324304 |
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer
Identification No.) |
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| 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):
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| ☐ | 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:
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| 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)
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. ¨
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| Section 2. | | Financial Information |
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| Item 2.03 | | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On September 2, 2020, State Auto Property & Casualty Insurance Company ("SAPC"), a wholly owned subsidiary of State Auto Financial Corporation (the "Company"), received a general purpose loan (the "FHLB Loan") from the Federal Home Loan Bank of Cincinnati (the "FHLB"). The FHLB Loan is a 10-year term loan in the principal amount of $21,500,000 and provides for interest-only payments during its term, with principal due in full at maturity. The loan may be prepaid without penalty on the fifth anniversary of the advance and each of the succeeding six (6) months thereafter. The interest rate is fixed over the term of the loan at 1.37%. The FHLB Loan is fully secured by a pledge of specific investment securities of SAPC and replaces an existing loan with the FHLB, as further described in Item 2.04.
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| Item 2.04 | | Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. |
On September 2, 2020, SAPC retired a 5-year term loan from the FHLB in the principal amount of $21,500,000. The loan provided for interest-only payments during its term, with principal due in full on September 2, 2021. The interest rate was fixed over the term of the loan at 1.73% and there was no penalty fee for prepayment.
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| Section 9. | | Financial Statements and Exhibits |
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| Item 9.01. | | Financial Statements and Exhibits |
EXHIBIT INDEX
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| Exhibit No. | | Description of Exhibit | |
| 10.01 | | | |
| 104 | | Cover Page Interactive Data File (formatted as inline XBRL). | |
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.
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| STATE AUTO FINANCIAL CORPORATION |
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| Date: September 4, 2020 | /s/ Melissa A. Centers |
| Senior Vice President, Secretary and General Counsel |