Texas Administrative Code › Title 28 - INSURANCE › Part 1 - TEXAS DEPARTMENT OF INSURANCE › Chapter 7 - CORPORATE AND FINANCIAL REGULATION › Subchapter B - INSURANCE HOLDING COMPANY SYSTEMS › Section 7.205 - Acquisition or Divestiture Statements - Filing Requirements

Current through Reg. 49, No. 28; July 12, 2024
(a) Filing Requirements. Filing and other
				  regulatory requirements for acquisitions, changes of control, or divestitures
				  and certain other matters as specified in the Act, §823.153
				  and §823.154,
				  are governed by the Act, §823.153 and §823.154. For purposes of this
				  subsection, a domestic insurer as defined in the Act, §823.153, includes
				  any person controlling a domestic insurer, including a commercially domiciled
				  insurer, unless the person is, either directly or through its affiliates,
				  primarily engaged in business other than the business of insurance. A change or
				  substitution of an attorney-in-fact of a Lloyds' or reciprocal or
				  interinsurance exchange is subject to the Act, §823.154. A failure to file
				  complete and accurate information in all material respects is grounds for a
				  denial by the commissioner under the Act, §823.157.
(b) Form and content of statement.
				  The statement required by subsection (a) of this section (elsewhere referred to
				  as acquisition or divestiture statement) must be made in accord with
				  §7.209 of this title (relating to
				  Form A), the acquisition or divestiture statement, §7.209(a) - (n) and
				  §7.209(o), respectively. The acquiring party must provide additional
				  financial information in form or substance as required by the commissioner
				  which is material to the finding required by the Act, §823.157.
				  Any financial information required under the Act, §823.203,
				  may be waived by the commissioner if the information is not deemed material. No
				  statement required by subsection (a) of this section will be deemed filed with
				  the commissioner until the date all material required and sufficient to
				  constitute a full statement has been provided.
(c) Partnerships and corporate filings. If
				  the person required to file the acquisition statement is a partnership, limited
				  partnership, syndicate, or other group, the commissioner may require that the
				  information called for by §7.209 of this title
				  be given with respect to each partner of the partnership or limited
				  partnership, each member of the syndicate or group, and each person who
				  controls the partner or member. If any partner, member, or person is a
				  corporation or if the person required to file the statement referred to in
				  subsection (a) of this section is a corporation, the commissioner may require
				  that the information called for by §7.209 be given with respect to the
				  corporation and by each executive officer and director of the corporation, and
				  each person who is directly or indirectly the beneficial owner of more than 10
				  percent of the outstanding voting securities of the corporation.
(d) Amendment. If any material change occurs
				  in the facts set forth in the acquisition or divestiture statement filed with
				  the commissioner, an amendment setting forth the change, together with copies
				  of all documents and other material relevant to the change, must be filed with
				  the commissioner and sent to the domestic insurer within two business days
				  after the person learns of the change.
(e) Acquisition or divestiture of a domestic
				  insurer as defined in subsection (a) of this section.
(1) If the person being acquired or divested
				  is a domestic insurer solely because of the provisions of subsection (a) of
				  this section, the name of the domestic insurer on the cover page should be
				  indicated as follows: "ABC Insurance Company, a subsidiary of XYZ Holding
				  Company."
(2) Where a domestic
				  insurer as defined in subsection (a) of this section is being acquired or
				  divested, references to "the insurer" contained in §7.209 of this title refer to both
				  the domestic subsidiary insurer and the person being acquired or divested.