Washington Administrative Code › Title 284 - Insurance Commissioner, Office of the › Chapter 284-18 - Washington insurance holding company regulation › Section 284-18-940 - Form D

Current through Register Vol. 24-14, July 15, 2024
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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
			 nonaffiliate, 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
			 RCW
			  48.31B.030(1)(b)(i), (ii), (iii), (iv), or
			 (v);
(b) A statement of the nature of the
			 transaction;
(c) A statement of how
			 the transaction meets the "fair and reasonable" standard of
			 RCW
			  48.31B.030(1)(a)(i);
			 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 the 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 nonlife
				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
				preceding December 31st.
ITEM 4. LOANS OR EXTENSIONS OF CREDIT TO A
				NONAFFILIATE
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 the 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 nonlife 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 preceding December
				31st.
ITEM 5. REINSURANCE
If the transaction is a reinsurance agreement or modification
				thereto, as described by
				RCW
				 48.31B.030(1)(b)(iii)(B), or
				a reinsurance pooling agreement or modification thereto as described in
				RCW
				 48.31B.030(1)(b)(iii)(A),
				furnish a description of the known or estimated amount of liability to be ceded
				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, 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 five percent of the insurer's
				surplus as regards policyholders, as of the preceding December 31st. Notice
				must 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 the 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 NAIC practices and procedures manual
			 regarding expense allocation.
ITEM 7. SIGNATURE AND CERTIFICATION
Signature and certification required as follows:
SIGNATURE
Under the requirements of
				RCW
				 48.31B.030 _______, 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 the company and that (s)he
				is authorized to execute and file the instrument. Deponent further says that
				(s)he is familiar with the 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)______________
Statutory Authority:
				  RCW
				   48.02.060 and 1993 c 462 § 9. 93-19-005
				  (Order R 93-9), §
										284-18-940, filed 9/1/93,
				  effective 10/2/93.