West Virginia Code of State Rules › Agency 114 - Insurance Commission › Title 114 - LEGISLATIVE RULE INSURANCE COMMISSIONER › Series 114-35 - Insurance Holding Company Systems › Appendix D

Current through Register Vol. XLI, No. 28, July 12, 2024
FORM D
PRIOR NOTICE OF A TRANSACTION
Filed with the Insurance Department of the State of
				  _________
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, 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;
(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 for each transaction for which
				  notice is being given:
(a) A statement as to whether notice is being given under W. Va.
				  Code §§
									33-27-5(d)(1),
				  (2), (3), (4) or (5);
(b) A statement of the nature of the transaction;
(c) A statement of how the transaction meets the fair and
				  reasonable' standard of W. Va. Code §
									33-27-5(a)(1);
				  and
(d) The proposed effective date of the transaction.
ITEM 3. SALES, PURCHASES, EXCHANGES, LOANS, EXTENSIONS OF
				  CREDIT, GUARANTEES OR INVESTMENTS
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.
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 3% of the insurer's admitted assets or 25% of surplus as
				  regards policyholders, or (b) in the case of life insurers, 3% of the insurer's
				  admitted assets, each as of the 31st 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 3% of the
				  insurer's admitted assets or 25% of surplus as regards policyholders or, with
				  respect to life insurers, 3% of the insurer's admitted assets, each as of the 31st
				  day of December next preceding.
ITEM 5. REINSURANCE
If the transaction is a reinsurance agreement or modification
				  thereto, as described by W. Va. Code §
									33-27-5(d)(3)(B),
				  or a reinsurance pooling agreement or modification thereto as described by W. Va.
				  Code §
									33-27-5(d)(3)(A),
				  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.
No notice need be given for reinsurance agreements or
				  modifications thereto 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 thereto is less than 5% 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.
ITEM 6. MANAGEMENT AGREEMENTS, SERVICE AGREEMENTS AND
				  COST-SHARING ARRANGEMENTS
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
NAIC
				  Accounting Practices and Procedure Manual
regarding expense
				  allocation.
ITEM 7. SIGNATURE AND CERTIFICATION
Signature and certification required as follows:
SIGNATURE
Pursuant to the requirements of W. Va. Code §
									33-27-5,
				  ____________________ has caused this application 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)
Attest:
__________________________
(Signature of Officer)
__________________________
(Title)
CERTIFICATION
The undersigned deposes and says that (s)he has duly executed the
				  attached application 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 that (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)_________________