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News Dec 16, 2014

Shearman & Sterling Advises ARX on Acquisition of Controlling Interest by The Progressive Corporation

Shearman & Sterling is advising ARX Holding Corp., the parent company of American Strategic Insurance Corp. (ASI), on the sale of a controlling position to The Progressive Corporation for approximately $875 million in cash.

The shares will be purchased primarily from non-management shareholders and will bring Progressive's interest in the company to approximately 67%, up from the 5% interest it has held since 2012. ASI will continue to operate as a separate company under its current management team. The transaction is expected to close by April 1, 2015, subject to closing conditions. Additionally, Progressive expects to purchase the remaining shares of the company over the next six years.

The Progressive Group of Insurance Companies offers insurance for personal and commercial autos and trucks, motorcycles, boats, recreational vehicles, as well as home insurance through select carriers. It's the fourth largest auto insurer in the country, the largest seller of motorcycle insurance and a leader in commercial auto insurance.

ASI, one of the top 20 largest homeowners carriers in the United States, specializes in personal and commercial property insurance, personal umbrella insurance, and primary and excess flood insurance. The group is headquartered in St. Petersburg, Florida.

The Shearman & Sterling team includes partners John Marzulli and David Connolly, counsel Daniel Litowitz, and associates Lara Aryani and Alan Sun (all New York-Mergers & Acquisitions), as well as partners John Cannon (New York-Compensation, Governance & ERISA), Michael Shulman (Washington, DC-Tax), and Jessica Delbaum (New York-Antitrust) and associates Jennifer Stadler (New York-Compensation, Governance & ERISA), Ryan Bray (Palo Alto-Tax) and Kelly Karapetyan (New York-Antitrust).