New Mexico Administrative Code › Title 13 - INSURANCE › Chapter 2 - INSURANCE COMPANY LICENSING AND OPERATION › Part 2 - INSURANCE HOLDING COMPANIES › Section 13.2.2.15 - FORM D

Current through Register Vol. 35, No. 13, July 16, 2024
A.
When
				required:
An insurer required to give notice of a proposed transaction
				pursuant to Section
				59A-37-20
				NMSA 1978 shall file Form D in accordance with the requirements of this
				rule.
B.
Information to be
				furnished in Form D:
(1)
Caption:
Place the following caption at the top of the cover page:
FORM D
PRIOR NOTICE OF A TRANSACTION FILED WITH THE NEW MEXICO
				  OFFICE OF SUPERINTENDENT OF INSURANCE
(2)
Registrant:
State the name
				of the registrant filing the statement.
(3)
Other registrants:
State the
				name and address of each insurance company on whose behalf the statement is
				being filed.
(4)
Date:
Provide the filing date of the statement.
(5)
Designation of agent:
State
				the name, title, address and telephone number of the individual to whom notices
				and correspondence concerning this statement should be addressed.
(6)
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; and
(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.
(7)
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 Paragraphs (1) through (5) of
				Subsection B of Section
				59A-37-20
				NMSA 1978;
(b) a statement of the
				nature of the transaction; and
(c)
				the proposed effective date of the transaction.
(8)
Sales, purchases, exchanges, loans,
				extensions of credit, guarantees or investments:
(a) 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.
(b) If
				the transaction involves a loan, extension of credit or a guarantee, furnish a
				description of the maximum amount 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.
(c) 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.
(d) No notice need be given if the maximum
				amount that 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:
(i) in the case of non-life insurer's,
				the lesser of three percent of the insurer's admitted assets or twenty-five
				percent of surplus as regards policyholders; or
(ii) in the case of life insurer's, three
				percent of the insurer's admitted assets, each as of the 31st day of December
				next preceding.
(9)
Loans or extensions of credit to a
				non-affiliate:
(a) 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.
(b) No notice
				need be given if the loan or extension of credit is less than:
(i) in the case of non-life insurer's, the
				lesser of three percent of the insurer's admitted assets or twenty-five percent
				of surplus as regards policyholders; or
(ii) in the case of life insurer's, three
				percent of the insurer's admitted assets, each as of the 31st day of December
				next preceding.
(10)
Reinsurance:
(a) If the transaction is a reinsurance
				agreement or modification of a reinsurance agreement as described by Paragraph
				(3) of Subsection B of Section
				59A-37-20
				NMSA 1978, or a reinsurance pooling agreement or modification thereto as
				described by Paragraph (3) of Subsection B of Section
				59A-37-20
				NMSA 1978, 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.
(b) No notice need be
				given for reinsurance agreements or modifications 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 is less than five
				percent 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.
(11)
Management, service agreements,
				and cost-sharing arrangements:
(a) For
				management and service agreements, furnish:
(i) a brief description of the managerial
				responsibilities or services to be performed; and
(ii) a brief description of the agreement,
				including a statement of its duration, together with the brief descriptions of
				the basis for compensation and the terms under which payment or compensation is
				to be made.
(b) For
				cost-sharing arrangements, furnish:
(i) a
				brief description of the purpose of the agreement;
(ii) a description of the period of time
				during which the agreement is to be in effect;
(iii) a brief description of each party's
				expenses or costs covered by the agreement;
(iv) a brief description of the accounting
				basis to be used in calculating each partys costs under the
				agreement;
(v) a brief statement as
				to the effect of the transaction upon the insurer's policyholder
				surplus;
(vi) a statement regarding
				the cost allocation methods that specifies whether proposed charges are based
				on "cost or market;" and if market based, the rationale for using market
				instead of cost, including justification for the company's determination that
				amounts are fair and reasonable; and
(vii) a statement regarding compliance with
				the
NAIC Accounting Practices and Procedural Manual
regarding
				expense allocation.
(12)
Signature and
				certification
: The following signature and certification are required at
				the end of Form D:
Pursuant to the requirements of Section
				  59A-37-20
				  NMSA 1978 [insert name of applicant] has caused this application to be duly
				  signed on its behalf in the city of [insert name of city] and state of New
				  Mexico on [insert date].
(SEAL)
____________________________
(Name of applicant)
BY:__________________________
____________________________
(Title)
Attest:
____________________________
(Signature of officer)
____________________________
(Title)
The undersigned deposes and says that they have duly executed
				  the attached application dated [insert date], for and on behalf of [insert name
				  of applicant]; that they are the [insert title of deponent] of such company;
				  and that they are authorized to execute and file this instrument. Deponent
				  further says that they are familiar with the instrument and its contents, and
				  that the facts set forth in the instrument are true to the best of their
				  knowledge, information and belief
____________________________
(Signature of deponent)
____________________________
(Typed name and title of deponent)