Ohio Administrative Code › Title 3901 - Department of Insurance › Chapter 3901-3 - Acquisitions and Mergers; Insurance Holding Company Systems › Section 3901-3-03 - Transactions subject to prior notice - notice filing

Current through all regulations passed and filed through July 1, 2024
(A) Purpose
The purpose of this rule is to establish the form and content
				an insurer must use in order to give notice of a proposed transaction under
				section 3901.341 of the Revised
				Code.
(B) Authority
This rule is promulgated pursuant to the authority vested in
				the superintendent under sections
				3901.041 and
				3901.341 of the Revised
				Code.
(C) Definitions
Terms found in this regulation are used as defined in the
				Insurance Holding Company Systems Regulatory Act, sections
				3901.32 to
				3901.37 of the Revised Code, and
				rule 3901-3-02 of the Administrative
				Code.
(D) Written notice
In giving notice to the superintendent of a proposed
				transaction pursuant to section
				3901.341 of the Revised Code,
				the insurer shall use the form set forth in this paragraph.
Form D
Prior notice of a transaction
Filed with the insurance department of the state of Ohio
By
______________________________
Name of registrant
On behalf of the following insurance companies
Name Address
______________________________
______________________________
______________________________
______________________________
Date: __________________, 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, e.g. corporation, partnership, individual, trust, etc.
(e) A description of the nature of the
			 parties' business operations.
(f)
			 Relationship to the insurer of other parties to the transaction, if any,
			 including any ownership or debtor/creditor interest by any other parties to the
			 transaction in the insurer, or by the insurer 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 in electronic form prescribed
				by the superintendent for each transaction for which notice is being
				given:
(a) A statement as to whether
			 notice is being given under division (A)(1), (A)(2), (A)(3), (A)(4), or (A)(5)
			 of section 3901.341 of the Revised
			 Code.
(b) A statement of the nature
			 of the transaction and a complete copy of the agreement to include amendments
			 if applicable.
(c) A statement of
			 how the transaction meets the "fair and reasonable" standard of division (B) of
			 section 3901.341 of the Revised
			 Code.
(d) The proposed effective
			 date of the transaction.
Item 3. Sales, purchases, exchanges, loans, extensions of
				credit, guarantees or investments
If notice is being given under division (A)(1) of section
				3901.341 of the Revised Code,
				furnish a brief description of the amount and source of funds, securities,
				property or other consideration for the sale, purchase, exchange of assets,
				loan, extension of credit, guarantee, or investment. If any securities are
				involved in the transaction, provide a description of the terms of the
				securities.
If consideration for the transaction is other than cash
				describe the consideration, its cost, and fair market value, and explain 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 three percent of the insurer's admitted assets
				or twenty-five percent of surplus as regards policyholders or, (b) in the case
				of life insurers, three 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
				three percent of the insurer's admitted assets or twenty-five percent of
				surplus as regards policyholders or, with respect to life insurers, three
				percent of the insurer's admitted assets, each as of the thirty-first day of
				December next preceding.
Item 5. Reinsurance
If the transaction is a reinsurance agreement or modification
				thereto, as described by division (A)(3) of section
				3901.341 of the Revised Code,
				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 nonaffiliate 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 in connection with the reinsurance agreement or modification
				thereto is less than five percent of the insurer's surplus as regards
				policyholders, as of the thirty-first day of December next preceding.
Item 6. Management agreements, service agreements, cost-sharing
				arrangements and tax allocation agreements.
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 national association of insurance
			 commissioners (NAIC) "Accounting Practices and Procedures Manual" regarding
			 expense allocation.
Item 7. Signature and certification
Signature and certifications required as follows:
Signature
Pursuant to the requirements of section
				3901.341 of the Revised
				Code,___________ has caused this notice 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 (s)he has duly executed
				the attached notice dated _______, 20____, for and on behalf of
				__________________(Name of applicant); that (s)he is the _____________________
				(Title of officer) of such company and that (s)he is authorized to execute and
				file such instrument. Deponent further says the (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)__________________________