Louisiana Administrative Code › Title 37 - INSURANCE › Part XIII - Regulations › Chapter 1 - Regulation Number 31-Holding Company › Section XIII-139 - Form D-Prior Notice of a Transaction

Current through Register Vol. 50, No. 6, June 20, 2024
PRIOR NOTICE OF A TRANSACTION
Filed with the Insurance Department of the State of
				  _______________
By
______________________________________________
(Name of Registrant)
On Behalf of Following Insurance Companies
Name Address
________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________
Date: _____________________, 20 _________.
Name, Title, Address, and Telephone Number of Individual to
				  Whom Notices and Correspondence Concerning 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
				R.S.
				22:691.7(A)(2)(a)(b)(c)(d) or
				(e).
(b) A statement of the nature of the
				transaction.
(c) A statement of how
				the transaction meets the 'fair and reasonable' standard of
				R.S.
				22:691.7(A)(1)(a);
				and
(d) The proposed effective date
				of the transaction.
ITEM 3. SALES, PURCHASES, EXCHANGES, LOANS, EXTENSIONS OF
				  CREDIT, GUARANTEES OF 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 the
				  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 percent of the insurer's admitted assets or
				  25 percent of surplus as regards policyholders or, (b) in the case of life
				  insurers, 3 percent of the insurer's admitted assets, each as of the
				  thirty-first 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
				  percent of the insurer's admitted assets or 25 percent of surplus as regards
				  policyholders or, with respect to life insurers, 3 percent of the insurer's
				  admitted assets, each as of the thirty-first of December next preceding.
ITEM 5. REINSURANCE
If the transaction is a reinsurance agreement or modification
				  thereto, as described in
				  R.S.
				  22:691.7(A)(2)(c)(ii), or a
				  reinsurance pooling agreement or modification thereto as described in
				  R.S.
				  22:691.7(A)(2)(c)(i),
				  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 insurers
				  liabilities in any of the next three years, in connection with the reinsurance
				  agreement or modification thereto is less than 5 percent of the insurer's
				  surplus as regards policyholders, as of the thirty-first 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 partys
				expenses or costs covered by the agreement;
(d) A brief description of the accounting
				basis to be used in calculating each partys costs under the
				agreement;
(e) A brief statement as
				to the effect of the transaction upon the insurers 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 companys 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
				  R.S.
				  22:691.7, ___________________________ has
				  caused this notice to be duly signed on its behalf in the City/Parish 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 (s)he has duly executed
				  the attached notice dated _____________________, 20 _______, for and on
				  behalf of _________________________________ ; that (s)he is the
				  __________________________ of such company
(Name of Applicant) (Title of Officer)
and that (s)he is authorized to execute and file such
				  instrument. Deponent further says that (s)he is familiar with such instrument
				  and the contents thereof, and that the facts therein set forth are true to the
				  best of his/her knowledge, information, and belief.
(Signature) _________________________
(Type or print name beneath)
				  _________________________
AUTHORITY NOTE:
				  Promulgated in accordance with
				  R.S.
				  22:691.5 and
				  22:691.11