Arizona Administrative Code › Title 20 - COMMERCE, FINANCIAL INSTITUTIONS, AND INSURANCE › Chapter 06 - DEPARTMENT OF INSURANCE AND FINANCIAL INSTITUTIONS - INSURANCE DIVISION › Article 14 - INSURANCE HOLDING COMPANY › Appendix D - Form D - Prior Notice of a Transaction

Current through Register Vol. 30, No. 28, July 12, 2024
PRIOR NOTICE OF A TRANSACTION
Filed with the Arizona Department of Insurance and Financial
				  Institutions By
_______________________
[Name of Registrant]
On Behalf of Following Insurance Companies
Name Address
______________________________________________________________
______________________________________________________________
______________________________________________________________
______________________________________________________________
Dated:_________, 20____
Name, Title, Address and telephone number of Individual to
				  Whom Notices and Correspondence Concerning This Statement Should Be
				  Addressed:
______________________________________________________________
______________________________________________________________
______________________________________________________________
ITEM 1. IDENTITY OF PARTIES TO
				  TRANSACTION
[Furnish the following information for each of the parties to
				  the transaction:
(a) Name;
(b) Home office address;
(c) Principal executive office address;
(d) The organizational structure, i.e. corporation,
				  partnership, individual, trust, etc.;
(e) A description of the nature of the parties' business
				  operations;
(f) Relationship, if any, of other parties to the transaction
				  to the insurer filing the notice, including any ownership or debtor/creditor
				  interest by any other parties to the transaction in the insurer seeking
				  approval, or by the insurer filing the notice in the affiliated parties;
(g) Where the transaction is with a non-affiliate, the
				  name(s) of the affiliate(s) which will receive, in whole or in substantial
				  part, the proceeds of the transaction.]
ITEM 2. DESCRIPTION OF THE TRANSACTION
[Furnish the following information for each transaction for
				  which notice is being given:
(a) A statement as to whether notice is being given under
				  A.R.S. §
									20-481.12(B);
(b) A statement of the nature of the transaction;
(c) If a notice for amendments or modifications, the reasons
				  for the change and the financial impact on the domestic insurer;
(d) A statement of how the transaction meets the "fair and
				  reasonable" standard of A.R.S. §
									20-481.12(A)(1);
				  and
(e) The proposed effective date of the transaction.]
ITEM 3. SALES, PURCHASES, EXCHANGES, LOANS, EXTENSIONS
				  OF CREDIT, GUARANTEES OR INVESTMENTS
[Furnish a brief description of the amount and source of
				  funds, securities, property or other consideration for the sale, purchase,
				  exchange, loan, extension of credit, guarantee, or investment, whether any
				  provision exists for purchase by the insurer filing notice, by any party to the
				  transaction, or by any affiliate of the insurer filing notice, a description of
				  the terms of any securities being received, if any, and a description of any
				  other agreements relating to the transaction such as contracts or agreements
				  for services, consulting agreements and the like. If the transaction involves
				  other than cash, furnish a description of the consideration, its cost and its
				  fair market value, together with an explanation of the basis for
				  evaluation.
If the transaction involves a loan, extension of credit or a
				  guarantee, furnish a description of the maximum amount which the insurer will
				  be obligated to make available under such loan, extension of credit or
				  guarantee, the date on which the credit or guarantee will terminate, and any
				  provisions for the accrual of or deferral of interest.
If the transaction involves an investment, guarantee or other
				  arrangement, state the time period during which the investment, guarantee or
				  other arrangement will remain in effect, together with any provisions for
				  extensions or renewals of such investments, guarantees or arrangements. Furnish
				  a brief statement as to the effect of the transaction upon the insurer's
				  surplus.
No notice need be given if the maximum amount which can at
				  any time be outstanding or for which the insurer can be legally obligated under
				  the loan, extension of credit or guarantee is less than (a) in the case of
				  non-life insurers, the lesser of 3% of the insurer's admitted assets or 25% of
				  surplus as regards policyholders, or (b) in the case of life insurers, 3% of
				  the insurer's admitted assets, each as of the 31st day of December next
				  preceding.]
ITEM 4. LOANS OR EXTENSIONS OF CREDIT TO A
				  NON-AFFILIATE
[If the transaction involves a loan or extension of credit to
				  any person who is not an affiliate, furnish a brief description of the
				  agreement or understanding whereby the proceeds of the proposed transaction, in
				  whole or in substantial part, are to be used to make loans or extensions of
				  credit to, to purchase the assets of, or to make investments in, any affiliate
				  of the insurer making such loans or extensions of credit, and specify in what
				  manner the proceeds are to be used to loan to, extend credit to, purchase
				  assets of or make investments in any affiliate. Describe the amount and source
				  of funds, securities, property or other consideration for the loan or extension
				  of credit and, if the transaction is one involving consideration other than
				  cash, a description of its cost and its fair market value together with an
				  explanation of the basis for evaluation. Furnish a brief statement as to the
				  effect of the transaction upon the insurer's surplus.
No notice need be given if the loan or extension of credit is
				  one which equals less than, in the case of non-life insurers, the lesser of 3%
				  of the insurer's admitted assets or 25% of surplus as regards policyholders or,
				  with respect to life insurers, 3% of the insurer's admitted assets, each as of
				  the 31st day of December next preceding.]
ITEM 5. REINSURANCE
[If the transaction is a reinsurance agreement or
				  modification thereto, as described by A.R.S. §
									20-481.12(B)(3)(b),
				  or a reinsurance pooling agreement or modification thereto as described by
				  A.R.S. §
									20-481.12(B)(3)(a),
				  furnish a description of the known and/or estimated amount of liability to be
				  ceded and/or assumed in each calendar year, the period of time during which the
				  agreement will be in effect, and a statement whether an agreement or
				  understanding exists between the insurer and non-affiliate to the effect that
				  any portion of the assets constituting the consideration for the agreement will
				  be transferred to one or more of the insurer's affiliates. Furnish a brief
				  description of the consideration involved in the transaction, and a brief
				  statement as to the effect of the transaction upon the insurer's
				  surplus.
No notice need be given for reinsurance agreements or
				  modifications thereto if the reinsurance premium or a change in the insurer's
				  liabilities, or the projected reinsurance premium or change in the insurer's
				  liabilities in any of the next three years, in connection with the reinsurance
				  agreement or modification thereto is less than 5% of the insurer's surplus as
				  regards policyholders, as of the 31st day of December next preceding. Notice
				  shall be given for all reinsurance pooling agreements including modifications
				  thereto.]
ITEM 6. MANAGEMENT AGREEMENTS, SERVICE AGREEMENTS AND
				  COST-SHARING ARRANGEMENTS
[For management and service agreements, furnish:
(a) A brief description of the managerial responsibilities,
				  or services to be performed;
(b) A brief description of the agreement, including a
				  statement of its duration, together with brief descriptions of the basis for
				  compensation and the terms under which payment or compensation is to be
				  made.]
[For cost-sharing arrangements, furnish:
(a) A brief description of the purpose of the
				  agreement;
(b) A description of the period of time during which the
				  agreement is to be in effect;
(c) A brief description of each party's expenses or costs
				  covered by the agreement;
(d) A brief description of the accounting basis to be used in
				  calculating each party's costs under the agreement;]
(e) A brief statement as to the effect of the transaction
				  upon the insurer's policyholder surplus;
(f) A statement regarding the cost allocation methods that
				  specifies whether proposed charges are based on "cost or market." If market
				  based, rationale for using market instead of cost, including justification for
				  the company's determination that amounts are fair and reasonable; and
(g) A statement regarding compliance with the NAIC Accounting
				  Practices and Procedure Manual regarding expense allocation.]
ITEM 7. SIGNATURE AND CERTIFICATION
[Signature and certification required as follows:]
SIGNATURE
Pursuant to the requirements of A.R.S. §
									20-481.09,
				  _____________________________has caused this application to be duly signed on
				  its behalf in the City of ______________________________and State of
				  ______________________________on the __________ day of ____________________,
				  20_____.
(SEAL) ______________________________
____________________
Name of Applicant
By____________________________
(Name)
____________________
(Title)
Attest:
____________________
(Signature of Officer)
____________________
(Title)
CERTIFICATION
The undersigned deposes and says that they have duly executed
				  the attached application dated ____________________, 20_____, for and on behalf
				  of ______________________________; that they are the
				  ______________________________ (Name of Applicant)
(Title of Officer)
of such company and that they are authorized to execute and
				  file such instrument. Deponent further says that they are familiar with the
				  instrument and the contents thereof, and that the facts therein set forth are
				  true to the best of their knowledge, information and belief.
(Signature) __________________________________________
(Type or print name beneath)
				  ______________________________