Notice is hereby given to the Holders of the €500,000,000 3.625% Series D Junior Subordinated Notes due 2059. Pursuant to Section 3.1(b) of the fiscal agency agreement, dated as of May 23, 2019 (as amended or supplemented from time to time, the “Agreement”), among Liberty Mutual Group Inc., as issuer (the “Issuer”), Liberty Mutual Holding Company Inc. and LMHC Massachusetts Holdings Inc., as guarantors, and The Bank of New York Mellon, as fiscal agent (the “Fiscal Agent”), relating to the above-referenced Series D Junior Subordinated Notes due 2059 (the “Notes”), the Issuer has elected to redeem and will redeem, on May 23, 2024 (the “Redemption Date”) the full principal amount of the Notes outstanding on such date (the “Redeemed Notes”) at the Redemption Price.

(Notice of Full Redemption)

Any remaining State Auto shares will be processed by Computershare. For questions on how to submit State Auto shares, please call the Computershare Call center.

Within USA, US territories & Canada 800 546 5141

Outside USA, US territories & Canada 781 575 2765

​Pursuant to the May 6, 2020 exchange offer please find the requisite Form 8937 for your records. (see form)

​Pursuant to the September 25, 2019 exchange offer please find the requisite Form 8937 for your records. (see form)

Reference is made to (i) the indenture dated as of March 7, 2007 (the “Indenture”), among Liberty Mutual Group Inc., as issuer (the “Issuer”), Liberty Mutual Holding Company Inc. and LMHC Massachusetts Holdings Inc., as guarantors, and The Bank of New York Mellon Trust Company, N.A., as trustee for the Issuer’s Series B Junior Subordinated Notes (the “Series B Notes”); and (ii) the replacement capital covenant dated March 7, 2007 (the “Covenant”), by the Issuer, in favor of and for the benefit of the Covered Debtholders (as defined in the Covenant). 

This notice is given pursuant to Section 3(c) of the Covenant and in the manner provided for in Section 1.06 of the Indenture. You are hereby notified that a Redesignation Date (as defined in the Covenant) occurred under the Covenant and the Series B Notes ceased to be the Covered Debt (as defined in the Covenant).​ (Notice to Series B Holder)

​Reference is made to (i) the fiscal agency agreement dated as of May 23, 2019 (the “Fiscal Agency Agreement”), among Liberty Mutual Group Inc., as issuer (the “Issuer”), Liberty Mutual Holding Company Inc. and LMHC Massachusetts Holdings Inc., as guarantors, and The Bank of New York Mellon, as fiscal agent, for the Issuer’s Series D Junior Subordinated Notes (the “Series D Notes”); and (ii) the replacement capital covenant dated March 7, 2007 (the “Covenant”), entered into by the Issuer in connection with the issuance of its Series A Junior Subordinated Notes (the “Series A Notes”) and Series B Junior Subordinated Notes, in favor of and for the benefit of the Covered Debtholders (as defined in the Covenant). 

This notice is given pursuant to Section 3(c) of the Covenant and in the manner provided for in Section 1.3 of the Fiscal Agency Agreement. You are hereby notified that a Redesignation Date (as defined in the Covenant) occurred under the Covenant, and the Series D Notes became the Covered Debt (as defined in the Covenant) with respect to the Series A Notes. Pursuant to the terms of the Fiscal Agency Agreement and the Series D Notes, upon Redesignation of the Series D Notes as the Covered Debt, the holders of the Series D Notes, as the Covered Debtholders, have waived all rights under, and have irrevocably authorized the Issuer to terminate, the Covenant without further action by or payment to any such holders.  You are hereby notified that the Covenant has been terminated by the Issuer. (Notice to Series D Holder)

Reference is made to (i) the indenture dated as of March 7, 2007 (the "Indenture"), among Liberty Mutual Group Inc., as issuer (the "Issuer"), Liberty Mutual Holding Company Inc. and LMHC Massachusetts Holdings Inc., as guarantors, and The Bank of New York Mellon Trust Company, N.A., as trustee, governing the Issuer's Series A Junior Subordinated Notes (the "Series A Notes") and Series B Junior Subordinated Notes (the "Series B Notes"); (ii) the replacement capital covenant dated March 7, 2007 (the "Covenant"), by the Issuer, in favor of and for the benefit of the Covered Debtholders (as defined in the Covenant); and (iii) the Issuer's notice to holders of the Series A Notes dated January 5, 2017 announcing that the Series A Notes had been designated as Covered Debt under the Covenant. 

On May 23, 2019, the Issuer effected the satisfaction and discharge of the Indenture with respect to the Series B Notes pursuant to Section 4.01 of the Indenture. The satisfaction and discharge defeased the Issuer's obligations under the Series B Notes and was funded with the net proceeds of the issuance and sale of Qualifying Capital Securities (as defined in the Covenant) in accordance with Section 2 of the Covenant. As a result, the Covenant is effectively terminated as of the date hereof and the Issuer has no further obligations under the Covenant. (Notice to Series A Holder)

Pursuant to the January 24, 2019 exchange offer please find the requisite Form 8937 for your records.

(see form)

As described in the press release dated December 19, 2016, and pursuant to the replacement capital covenant dated March 7, 2007 (the “Covenant”), a Redesignation Date (as defined in the Covenant) has occurred. LMGI’s Series A Junior Subordinated Notes (the “Series A Notes”) became the Covered Debt (as defined in the Covenant) for the benefit of the holders of its Series B Junior Subordinated Notes (the “Series B Notes”) for purposes of the Covenant. The Series B Notes became the Covered Debt (as defined in the Covenant) for the benefit of the holders of the Series A Notes for purposes of the Covenant. 

Notice is provided below pursuant to Section 3(c) of the Covenant. A copy of the Covenant is below and will also be made available on the Investor Screen (as defined in the Covenant) pursuant to the terms and conditions of the Covenant. (RCC Notice to Series A Holder) (RCC Notice to Series B Holder) (Replacement Capital Covenant )

​As a result of the repurchase of principal of LMGI’s 10.75% Series C Junior Subordinated Notes, due 2088 (the “Series C Notes”) as described in the press release dated December 19, 2016, and pursuant to the replacement capital covenant dated March 7, 2007 (the “Covenant”), you are hereby notified that a Redesignation Date (as defined in the Covenant) occurred under the Covenant, and the Series C Notes ceased to be the Covered Debt (as defined in the Covenant) for purposes of the Covenant.

Notice is provided below pursuant to Section 3(c) of the Covenant. A copy of the Covenant is below and will also be made available on the Investor Screen (as defined in the Covenant) pursuant to the terms and conditions of the Covenant. (RCC Notice to Series C Holder)​ (Replacement Capital Covenant)

On December 19, 2016, Liberty Mutual Group Inc. ("LMGI") disclosed that from September 30, 2016 through December 19, 2016, LMGI repurchased $108,681,000 in principal of its 10.75% Series C Junior Subordinated Notes, due 2088 ("Series C Notes"). As of December 19, 2016, $67,766,000 in principal of the Series C Notes remained outstanding.

As a consequence of such repurchases, a Redesignation Date has occurred under that certain replacement capital covenant dated March 7, 2007 (the "Covenant") by LMGI in favor of and for the benefit of the Covered Debtholders (as defined in the Covenant) for the LMGI's Series A Junior Subordinated Notes (the "Series A Notes") and its Series B Junior Subordinated Notes (the "Series B Notes") issued under that certain indenture dated as of March 7, 2007 among LMGI, the guarantors named therein, and The Bank of New York Trust Company, N.A., as trustee. For purposes of the Covenant as of such Redesignation Date, (i) the Series A Notes are now the Covered Debt (as defined in the Covenant) for the Series B Notes and (ii) the Series B Notes are now the Covered Debt for the Series A Notes. (see press release)

​​​On September 27, 2013, Liberty Mutual Group Inc. (“LMGI”) disclosed that from June 30, 2013 until September 27, 2013, the company repurchased $151,893,000 in principal of its 10.75% Series C Junior Subordinated Notes, due 2088 (“Notes”). As of September 27, 2013, $364,353,000 in principal of the Notes remained outstanding. Further, LMGI has agreed to purchase an additional $12,725,000 in principal of the Notes subject to settlement. This information is being disclosed in connection with a potential private transaction (see press release). 

Series C Junior Subordinated Notes - The Series C Junior Subordinated Notes have been provided the benefit of the Replacement Capital Covenant entered into by the Company on March 7, 2007 in connection with the issuance of $700,000,000 aggregate principal amount of the Company's Series A Junior Subordinated Notes and $300,000,000 aggregate principal amount of the Series B Junior Subordinated Notes. Please click here for additional information.

On March 7, 2007, in connection with the closing of the offering of $700,000,000 aggregate principal amount of the Company's Series A Junior Subordinated Notes (the "Series A Notes") and $300,000,000 aggregate principal amount of the Company's Series B Junior Subordinated Notes (the " Series B Notes"), the Company entered into a Replacement Capital Covenant dated as of March 7, 2007 (the "Covenant"), for the benefit of persons (the "covered debtholders") that buy, hold or sell a specified series of the Company's long-term indebtedness (the "covered debt"). The "covered debt" for purposes of the Covenant is the Company's Series C Junior Subordinate Notes (the "Series C Notes"), issued pursuant to an indenture, dated as of May 29, 2008, among the Company, as issuer, Liberty Mutual Holding Company Inc. and LMHC Massachusetts Holdings Inc., as guarantors, and The Bank of New York Mellon Trust Company, N.A., as trustee, which governs the Series C Notes. The holders of the Series C Notes have certain rights under the Covenant. Pursuant to the Covenant, neither the Company nor any of its subsidiaries will repay, redeem, defease or purchase the notes before, with respect to the Series A Notes, March 1, 2067 or, with respect to the Series B Notes, March 1, 2047 or such earlier time as provided for in the Covenant, unless, subject to certain limitations set forth in the Covenant, the principal amount repaid, redeemed or defeased or the applicable redemption or purchase price does not exceed a maximum the Company and its affiliated (as defined in the Covenant) have received from the sale of common stock, warrants, mandatorily convertible preferred stock, debt exchangeable for common equity and certain other qualifying capital securities during the relevant measurement period specified in the Covenant; provided that any net cash proceeds raised by either of the Guarantors will only be counted for purposes of the foregoing if the proceeds so received have been contributed to the Company within the relevant measurement period. For the avoidance of doubt, the foregoing limitation will not restrict the repayment of redemption of any Notes that the Company has previously defeased in accordance with the Covenant. For a complete copy of the Replacement Capital Covenants, please click here.