Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 031 - BUREAU OF INSURANCE › Chapter 180 - INSURANCE HOLDING COMPANY SYSTEM MODEL RULE WITH REPORTING FORMS AND INSTRUCTIONS › Form 031-180-E - PRE-ACQUISITION NOTIFICATION FORM REGARDING THE POTENTIAL COMPETITIVE IMPACT OF A PROPOSED ACQUISITION OF A DOMESTIC INSURER OR MERGER WITH A DOMESTIC INSURER

Current through 2024-29, July 17, 2024
_____________________________________________
Name of Applicant
_____________________________________________
Name of Domestic Insurer ("Subject Insurer")
Involved in Merger or Acquisition
Filed with the Bureau of Insurance of the State of
				  Maine
Dated: ________________________, 20___
Name, Title, Address, and Telephone Number of Individual to
				  Whom Notices and Correspondence Concerning This Statement Should Be
				  Addressed:
__________________________________________________________________________________________
__________________________________________________________________________________________
__________________________________________________________________________________________
__________________________________________________________________________________________
ITEM 1.
NAME AND ADDRESS OF SUBJECT
				INSURER AND AFFILIATED INSURERS
State the names and addresses of the applicant(s) and all
				  insurers affiliated with the applicant(s).
ITEM 2.
NAME AND ADDRESS OF APPLICANT
				AND AFFILIATED INSURERS
State the names and addresses of the subject insurer(s) and
				  all insurers affiliated with the subject insurer(s). Please note that this form
				  is not required for internal reorganizations within the same holding company
				  system. If any insurer named here was also named in Item 1, please explain why
				  the proposed transaction is not an internal reorganization.
ITEM 3.
NATURE AND PURPOSE OF THE
				PROPOSED MERGER OR ACQUISITION
State the nature and purpose of the proposed merger or
				  acquisition.
ITEM 4.
NATURE OF BUSINESS
State the nature of the business performed by each of the
				  insurers identified in response to Item 1 and Item 2.
ITEM 5.
MARKET AND MARKET SHARE
(a) For each line of business, as contained
				in the annual statement required to be filed by insurers licensed to do
				business in this State, specify the market share the insurers identified in
				Item 1 and Item 2 currently collectively enjoy in this State, as a percentage
				of direct written premium, calculated no less precisely than the nearest
				percentage point.
(b) If any
				insurer named in Item 1 or 2 participates in the insurance market in this State
				through one or more fronting arrangements with insurers not named in Item 1 or
				2, is there any line of business for which the direct premium for such assumed
				business exceeds 1% of direct written premium in this State and, when combined
				with the collective market shares of the insurers named in Items 1 and 2,
				equals or exceeds 5% of direct written premium in this State? For purposes of
				this question, "fronting arrangements" include any reinsurance or retrocession
				under which the insurer has assumed 50% or more of the risk or under which the
				insurer or its agents have taken on substantial responsibility for sales,
				marketing, underwriting, or claims handling for the direct business.
(c) If any insurer named in Item 1 or 2 or
				any of its noninsurance affiliates acts as a managing general agent or
				otherwise materially participate in the placement of insurance business with
				one or more insurers not named in Item 1 or 2, is there any line of business
				for which such placements in the aggregate exceed 1% of direct written premium
				in this State and, when combined with the collective market shares of the
				insurers named in Items 1 and 2, including any fronted premium disclosed in
				Subitem (d), exceeds 5% of direct written premium in this State
(d) For each line of business where the
				collective market share of the insurers identified in Item 1 and Item 2 equals
				or exceeds 5%, including where applicable any fronted or placed business
				identified in Subitems (b) and (c), provide historical market and market share
				data for each of those insurers for the past five years and identify the
				source(s) of the data.
(e) If
				instructed by the Superintendent or if the applicant considers it relevant:
(1) Include an opinion of an economist as to
				the competitive impact of the acquisition in this State, accompanied by a
				summary of the economist's education and experience indicating his or her
				ability to render an informed opinion.
(2) Provide information on significant
				markets with scope that is different from the statewide market for a particular
				line of business. Scope refers to both geography and product, and different may
				mean larger, smaller, or overlapping.
(3) Evaluate market power based on a relevant
				standard other than percentage share of direct written premium.
(f) Provide a determination as to
				whether the proposed acquisition or merger, if consummated, would trigger a
				presumption of adverse competitive impact under any of the tests below, and if
				so, provide justification demonstrating that the acquisition or merger would
				not substantially lessen competition or create a monopoly in this State in any
				of the affected lines of business, or if applicable any other relevant market
				identified in accordance with Subitem (e). For purposes of these tests, market
				share includes where applicable any fronted or placed business identified in
				Subitems (b) and (c). For each line of business, the "Primary Group" means the
				insurers listed in Item 1 or the insurers listed in Item 2, whichever group has
				the larger market share for that line. If there are any insurers in both
				groups, they should be allocated to the Secondary Group. Any justification
				submitted must address whether the acquisition will yield substantial economies
				of scale or economies in resource utilization that cannot be feasibly achieved
				in any other way; whether the public benefits which would arise from such
				economies exceed the public benefits which would arise from not lessening
				competition; whether the acquisition will substantially increase the
				availability of insurance; and whether the public benefits of such increased
				availability exceed the public benefits which would arise from not lessening
				competition. Relevant factors the justification should consider include, but
				are not limited to, market shares, volatility of ranking of market leaders,
				number of competitors, concentration, trend of concentration in the industry,
				and ease of entry and exit into the market. A presumption of adverse
				competitive impact exists in any market described by one or more of the
				standards below:
(1) The market is highly
				concentrated, meaning that the four largest insurance groups have a combined
				market share of 75% or more, and the Primary and Secondary Groups have the
				following market shares:
Primary
Secondary
4% or more
4% or more
7% or more
3% or more
10% or more
2% or more
15% or more
1% or more
(2)
				The market is not highly concentrated, and the Primary and Secondary Groups
				have the following market shares:
Primary
Secondary
5% or more
5% or more
10% or more
4% or more
15% or more
3% or more
17% or more
2% or more
19% or more
1% or more
(3)
				The transaction might contribute to a significant trend toward increased
				concentration in the market, meaning that the Primary Group is one of the N
				largest insurance groups in the market, where N is less than or equal to 8, and
				the aggregate market share of the N largest insurance groups has increased by 7
				percentage points or more, relative to some base year 5 to 10 years before the
				year used to calculate current market shares, and the Secondary Group's current
				market share is at least 2%.
(4)
				The Superintendent has advised the applicant that there may be substantial
				evidence warranting concern that the proposed acquisition or merger could
				result in adverse competitive impact in the market.