Current through Register Vol. 48, No. 12, March 22, 2024
A.Signature and Certification
For purposes of filing the Form D-1, the signature and
certification required by this Part shall be signed by an executive officer of
the insurer requesting the Director's approval.
B.Copy of the Transaction Agreement
A copy of the proposed transaction agreement shall be attached
to the Form D-1 filing as Exhibit A. If the agreement is in other than final
form, it shall be so identified.
PRIOR NOTICE OF A TRANSACTION
Filed with the Insurance Department of the State of
Illinois
By
________________________________________
Name of Domestic Company
On Behalf of the Following Insurance
Companies:
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Name
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Address
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___________________________________________________ |
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___________________________________________________
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___________________________________________________
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___________________________________________________
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Date: _________________, 20 ___
Name, Title, Address and Telephone Number of Individual to Whom
Notices and Correspondence Concerning this Request Should Be Addressed:
_______________________
_______________________
Item
1. Identity of Parties to the 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) When the transaction is with a
non-affiliate, the names of the affiliates that will receive, in whole or in
substantial part, the proceeds of the proposed transaction. For purposes of
this subsection, "substantial part" means an amount that would trigger
disclosure if given directly to the affiliate.
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 Section
131.20 a(1)(a)(i),
(ii), (iii), (iv), or (v) of the Illinois Insurance Code.
b) A brief description of the nature and
purpose of the transaction.
c) A
statement of how the transaction meets the "fair and reasonable" standard of
Section
131.20(1)(a)
of the Illinois Insurance Code; and
d) The proposed effective date of the
transaction.
Item 3.
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, 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 guarantee, furnish a
description of the maximum amount that 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.
c) If
borrowed funds are to be used by the insurer, identify the lender, any
collateral requirements, interest due dates, interest rates, and principal
payment due date.
d) 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
those investments, guarantees or arrangements. Furnish a brief statement as to
the effect of the transaction upon the insurer's surplus.
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 by which 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 those 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.
Item 5. Reinsurance
a) If the transaction is a reinsurance
agreement or modification to that agreement, or a reinsurance pooling agreement
or modification to that agreement, 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
description of any agreement or understanding that exists between the insurer
and a 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 to those
agreements if the insurance 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 5% of the insurer's surplus as regards policyholders,
as of the December 31 next preceding. Notice shall be given for all reinsurance
pooling agreements, including modifications.
Item 6. Management Agreements, Service
Agreements, Cost Sharing Arrangements and Tax Allocation Agreements
For management and service agreements, furnish:
a) a brief description of the managerial
responsibilities or services to be performed; and
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 cost 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, include the 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 pertaining to expense
allocation.
For tax allocation agreements, furnish:
a) a description of the tax allocation method
to be used; and
b) a statement
regarding compliance with the NAIC Accounting Practices and
Procedure Manual regarding the tax allocation agreement.
Pursuant to the requirements of Section 131.20a of the Illinois
Insurance Code, _________ has caused this notice to be duly signed on its
behalf in the City of _______________ and State of _________ on the _________
day of _________ , 20 _________ .
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_________________________ |
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Name of Requesting Insurer
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By
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_________________________
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(Name)(Title)
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Attest:
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______________________ |
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(Signature of Officer)
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______________________ |
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(Title)
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CERTIFICATION
The undersigned deposes and says that (s)he has duly executed
the attached notice dated _____________ , 20 ________ , for and on behalf of
_________(Name of Insurer)___________; 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.
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(Signature)
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_______________
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(Type or print name beneath)
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_______________
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