2023 New Mexico Statutes › Chapter 59A - Insurance Code › Article 37 - Insurance Holding Companies › Section 59A-37-5 - Contents of statement.

A. The statement to be filed with the superintendent under Section 59A-37-4 NMSA 1978 shall be made under oath or affirmation and shall contain the following information:
(1) the name and address of each person, hereinafter called "acquiring party", by whom or on whose behalf the merger or other acquisition of control referred to in Section 59A-37-4 NMSA 1978 is to be effected and:
(a) if the acquiring party is an individual, the individual's principal occupation and all offices and positions held by the individual during the past five years and any conviction of crime other than minor traffic violations during the past ten years; or
(b) if the acquiring party is not an individual, a report of the nature of its business operations during the past five years or for such lesser period as it and any of its predecessors shall have been in existence; an informative description of the business intended to be done by it and its subsidiaries; and a list of all individuals who are or who have been selected to become its directors or executive officers or who perform or will perform functions appropriate to such positions. The list shall include for each individual the information required by Subparagraph (a) of this paragraph;
(2) the source, nature and amount of the consideration used or to be used in effecting the merger or other acquisition of control, a description of any transaction where funds were or are to be obtained for any such purpose, including any pledge of the insurer's stock or the stock of any of its subsidiaries or controlling affiliates and the identity of persons furnishing such consideration. However, where a source of such consideration is a loan made in the lender's ordinary course of business, the identity of the lender shall remain confidential if the person filing the statement so requests;
(3) fully audited financial information as to the earnings and financial condition of each acquiring party for the preceding five fiscal years of each acquiring party, or for such lesser period that the acquiring party and any of its predecessors shall have been in existence if less than five years, and similar unaudited information as of a date not earlier than ninety days prior to the date of the filing of the statement;
(4) any plans or proposals that each acquiring party may have to liquidate the insurer, to sell its assets or merge or consolidate it with any other person, or to make any other material change in its business or corporate structure or management;
(5) the number of shares of any security that each acquiring party proposes to acquire, the terms of the offer, request, invitation, agreement or acquisition and a statement as to the method by which the fairness of the proposal was determined;
(6) the amount of each class of any security referred to in Section 59A-37-4 NMSA 1978 that is beneficially owned or concerning which there is a right to acquire beneficial ownership by each acquiring party;
(7) a full description of any contracts, arrangements or understandings with respect to any security referred to in Section 59A-37-4 NMSA 1978 in which any acquiring party is involved, including but not limited to transfer of any of the securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or guarantees of profits, division of losses or profits or the giving or withholding of proxies. The description shall identify the persons with whom the contracts, arrangements or understandings have been entered into;
(8) a description of the purchase of any security referred to in Section 59A-37-4 NMSA 1978 during the twelve calendar months preceding the filing of the statement by any acquiring party, including the dates of purchase, names of the purchasers and consideration paid or agreed to be paid;
(9) a description of any recommendations to purchase any security referred to in Section 59A-37-4 NMSA 1978 made during the twelve calendar months preceding the filing of the statement by any acquiring party or by anyone based upon interviews or at the suggestion of any acquiring party;
(10) copies of all tender offers for, requests or invitations for tenders of exchange offers for and agreements to acquire or exchange any securities referred to in Section 59A-37-4 NMSA 1978 and, if distributed, of additional soliciting material relating thereto;
(11) the terms of any agreement, contract or understanding made with or proposed to be made with any broker-dealer as to solicitation of securities referred to in Section 59A-37-4 NMSA 1978 for tender and the amount of any fees, commissions or other compensation to be paid to broker-dealers with regard thereto;
(12) an agreement by the person required to file the statement that the person will provide, for as long as the person has control, an annual report pursuant to Section 59A-37-30 NMSA 1978;
(13) acknowledgment by the person required to file the statement that the person and all subsidiaries within the person's control in the insurance holding company system will provide information to the superintendent upon request and as necessary to evaluate the enterprise risk to the insurer; and
(14) such additional information as the superintendent may by rule or regulation prescribe as necessary or appropriate for the protection of policyholders and securityholders of the insurer or in the public interest.
B. If the person required to file the statement referred to in Section 59A-37-4 NMSA 1978 is a partnership, limited partnership, syndicate or other group, the superintendent may require that the information called for by Subsection A of this section shall be given with respect to each partner of the partnership or limited partnership, each member of the syndicate or group and each person who controls the partner or member. If any partner, member or person is a corporation or the person required to file the statement referred to in Section 59A-37-4 NMSA 1978 is a corporation, the superintendent may require that the information called for by Subsection A of this section shall be given with respect to the corporation, each officer and director of the corporation and each person who is directly or indirectly the beneficial owner of more than ten percent of the outstanding voting securities of the corporation.
C. If any material change occurs in the facts set forth in the statement filed with the superintendent and sent to the insurer pursuant to Section 59A-37-4 NMSA 1978, an amendment setting forth the change, together with copies of all documents and other material relevant to the change, shall be filed with the superintendent and sent to the insurer within two business days after the person learns of the change, and the insurer shall send the amendment to its shareholders without delay.
D. If any offer, request, invitation, agreement or acquisition referred to in Section 59A-37-4 NMSA 1978 is proposed to be made by means of a registration statement under the federal Securities Act of 1933, as amended, or in circumstances requiring the disclosure of similar information under the federal Securities Exchange Act of 1934, as amended, or under a state law requiring similar registration or disclosure, the person required to file the statement referred to in Section 59A-37-4 NMSA 1978 may utilize such documents in furnishing the information called for by that statement.
History:
Laws 1984, ch. 127, § 620; 1993, ch. 320, § 74; 2014, ch. 59, § 32.
ANNOTATIONS
Cross references.
— For the Securities Act of 1933,
see
15 U.S.C. § 77a et seq.
For the Securities Exchange Act of 1934,
see
15 U.S.C. § 78a et seq.
The 2014 amendment,
effective July 1, 2014, expanded regulatory requirements involved in the acquisition of a controlling interest in a domestic insurer; required the person who seeks to acquire a domestic insurer to provide annual reports; in Subsection A, added Paragraphs (12) and (13); and in Subsection D, after "statement under the", added "federal", and after "information under the", added "federal".
Severability.
— Laws 2014, ch. 59, § 54 provided that if any part or application of the provisions of Laws 2014, ch. 59 is held invalid, the remainder or its application to other situations or persons shall not be affected.
The 1993 amendment,
effective June 18, 1993, substituted "Section 59A-37-4 NMSA 1978" for "Section 619 of this article" throughout the section; in Subsection A, inserted "merger or other" in Paragraphs (1) and (2), substituted "the acquiring party" for "such person" in Paragraphs (1)(a) and (1)(b), inserted "including any pledge of the insurer's stock, or the stock of any of its subsidiaries or controlling affiliates", inserted "if less than five years" in Paragraph (3), in Paragraph (5), deleted "referred to in Section 619 of this article" following both "security" and "acquisition" and substituted "determined" for "arrived at", inserted "or proposed to be made with" in Paragraph (11); added "without delay" at the end of Subsection C; and made stylistic changes throughout the section.