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September 29, 2011 5:29 PM

Four Firms Take Roles on Nationwide Mutual's $760 Million Merger

Posted by Brian Baxter

Nationwide Mutual Insurance announced Thursday that it plans to acquire insurer Harleysville Group for $760 million in cash.

The merger will help Nationwide Mutual, one of the nation's largest home and auto insurers, increase its presence in the eastern United States and add capacity in the business insurance market, according to Reuters.

Nationwide Mutual will pay $60 a share for Harleysville Group's publicly traded stock in a deal that, according to Bloomberg, values the target company at about $1.6 billion. The company is about 54 percent owned by Harleysville Mutual Insurance policyholders. Under the terms of the sale, Harleysville Mutual policyholders will become Nationwide policyholders, The Associated Press reports

Randall Walters, the head of the M&A, capital markets, and private equity practice in Jones Day's Columbus office, is leading a team from the firm advising Nationwide Mutual. Jones Day represented the company three years ago when it paid $2.4 billion to acquire the remaining portion of Nationwide Financial Services (NFS) that it didn't already own. The transaction made NFS a wholly owned life insurance and banking services subsidiary of Columbus-based Nationwide Mutual.

Patricia Hatler is Nationwide Mutual's chief legal and governance officer.

Harleysville Group, based in the southeastern Pennsylvania township of the same name, turned to Fox Rothschild corporate partners Peter Tucci and Loren Danzis for outside counsel. Tucci previously advised Harleysville Group on its acquisition of a flood insurance unit from Delta Lloyds Insurance.

Ballard Spahr securities group practice leader Justin Klein, securities group vice-chair Mary Mullany, business finance partner Gerald Guarcini, employee benefits cochair Brian Pinheiro, and insurance head Douglas Christian are advising Harleysville Mutual, along with Stevens & Lee antitrust partner Charles Bloom, captive insurance cochair Scott Penwell, corporate partner Wesley Kelso, employee benefits chair Charles Harenza, and employee benefits partner James Longacre.

Harleysville Group CEO Michael Browne is a former partner at Reed Smith, where he served as head of the firm's international insurance practice until 2004. Several other top Harleysville executives also once worked at Reed Smith, including chief compliance officer and general counsel Robert Kauffman, chief underwriting officer Kevin Toth, and chief claims officer Jonathan Young. Beth Friel, senior vice president for human resources, is a former assistant general counsel at the company who once worked at Philadelphia's Montgomery, McCracken, Walker & Rhoads.

The Harleysville brand will continue to exist after the deal closes in the first quarter of next year, pending shareholder and regulatory approvals.

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