North Dakota Administrative Code › Title 45 - Insurance, Commissioner of › Article 45-03 - Regulation of Insurance Companies › Chapter 45-03-22 - Mutual Insurance Holding Company Act Rules › Section 45-03-22-04 - Stock offerings - Content of application

Current through Supplement No. 393, July, 2024
1. A stock offering by an insurance company
				subsidiary of a mutual insurance holding company, an intermediate holding
				company subsidiary of a mutual insurance holding company, or an insurance
				company subsidiary of an intermediate holding company subsidiary to a mutual
				insurance holding company may not occur without the prior written approval of
				the commissioner secured through the application and hearing process under this
				chapter. An application for approval of a stock offering must contain the
				following:
a. A description of the stock
				intended to be offered by the applicant, including a description of all
				shareholder rights.
b. The total
				number of shares authorized to be issued, the estimated number the applicant
				requests permission to offer, the intended date or range of dates for the
				offer, and the manner in which the offer is to be conducted.
c. A justification for a uniform planned
				offering price or a justification of the method by which the offering price
				will be determined.
d. The name of
				any underwriter, syndicate member, or placement agent involved and, if known,
				the name of each entity, person, or group of persons to whom the offering is to
				be made who will, as a result of the offering, directly or indirectly control
				five percent or more of the total outstanding class of shares. If any involved
				underwriter, syndicate member, or placement agent is a corporation, or other
				entity, the name of each member of its board of directors or equivalent
				management team, with the names of the offeror's board of directors, must be
				provided. A copy of any offering documents, including any filing with the
				securities and exchange commission or a state securities regulator, must be
				included in the application.
e. A
				description of any subscription rights to be afforded a member of the mutual
				insurance holding company.
f. A
				detailed description of all expenses projected to be incurred in connection
				with the offering.
g. A statement
				as to the intended use of the funds raised by the offering.
h. A description of any fee, commission, or
				other valuable consideration earned by a director, officer, agent, or employee
				of the mutual insurance holding company or its affiliates specifically for
				aiding, promoting, or assisting in the structuring or placement of the
				offering. The commissioner may disallow any fee, commission, or other valuable
				consideration deemed to be unreasonable. This subdivision does not apply to the
				payment of reasonable fees and compensation to attorneys at law, accountants,
				actuaries, and investment bankers for services performed in the independent
				practice of their professions, even though the underwriters of such services
				are also directors of the mutual insurance holding company, its subsidiaries,
				or affiliates.
i. A statement that
				the mutual insurance holding company, either directly or indirectly through an
				intermediate holding company of a mutual insurance holding company, shall
				retain ownership of at least a majority of the voting shares of the capital
				stock of the subsidiary stock insurance company as required by North Dakota
				Century Code section 26.1-12.1-02.
j. Such other information as the commissioner
				shall require.