Current through 2024-38, September 18, 2024
_____________________________________________
Name of Applicant
_____________________________________________
Name of Domestic Insurer ("Subject Insurer")
Involved in Merger or Acquisition
Filed with the Bureau of Insurance of the State of
Maine
Dated: ________________________, 20___
Name, Title, Address, and Telephone Number of Individual to
Whom Notices and Correspondence Concerning This Statement Should Be
Addressed:
__________________________________________________________________________________________
__________________________________________________________________________________________
__________________________________________________________________________________________
__________________________________________________________________________________________
ITEM 1.
NAME AND ADDRESS OF SUBJECT
INSURER AND AFFILIATED INSURERS
State the names and addresses of the applicant(s) and all
insurers affiliated with the applicant(s).
ITEM 2.
NAME AND ADDRESS OF APPLICANT
AND AFFILIATED INSURERS
State the names and addresses of the subject insurer(s) and
all insurers affiliated with the subject insurer(s). Please note that this form
is not required for internal reorganizations within the same holding company
system. If any insurer named here was also named in Item 1, please explain why
the proposed transaction is not an internal reorganization.
ITEM 3.
NATURE AND PURPOSE OF THE
PROPOSED MERGER OR ACQUISITION
State the nature and purpose of the proposed merger or
acquisition.
ITEM 4.
NATURE OF BUSINESS
State the nature of the business performed by each of the
insurers identified in response to Item 1 and Item 2.
ITEM 5.
MARKET AND MARKET SHARE
(a) For each line of business, as contained
in the annual statement required to be filed by insurers licensed to do
business in this State, specify the market share the insurers identified in
Item 1 and Item 2 currently collectively enjoy in this State, as a percentage
of direct written premium, calculated no less precisely than the nearest
percentage point.
(b) If any
insurer named in Item 1 or 2 participates in the insurance market in this State
through one or more fronting arrangements with insurers not named in Item 1 or
2, is there any line of business for which the direct premium for such assumed
business exceeds 1% of direct written premium in this State and, when combined
with the collective market shares of the insurers named in Items 1 and 2,
equals or exceeds 5% of direct written premium in this State? For purposes of
this question, "fronting arrangements" include any reinsurance or retrocession
under which the insurer has assumed 50% or more of the risk or under which the
insurer or its agents have taken on substantial responsibility for sales,
marketing, underwriting, or claims handling for the direct business.
(c) If any insurer named in Item 1 or 2 or
any of its noninsurance affiliates acts as a managing general agent or
otherwise materially participate in the placement of insurance business with
one or more insurers not named in Item 1 or 2, is there any line of business
for which such placements in the aggregate exceed 1% of direct written premium
in this State and, when combined with the collective market shares of the
insurers named in Items 1 and 2, including any fronted premium disclosed in
Subitem (d), exceeds 5% of direct written premium in this State
(d) For each line of business where the
collective market share of the insurers identified in Item 1 and Item 2 equals
or exceeds 5%, including where applicable any fronted or placed business
identified in Subitems (b) and (c), provide historical market and market share
data for each of those insurers for the past five years and identify the
source(s) of the data.
(e) If
instructed by the Superintendent or if the applicant considers it relevant:
(1) Include an opinion of an economist as to
the competitive impact of the acquisition in this State, accompanied by a
summary of the economist's education and experience indicating his or her
ability to render an informed opinion.
(2) Provide information on significant
markets with scope that is different from the statewide market for a particular
line of business. Scope refers to both geography and product, and different may
mean larger, smaller, or overlapping.
(3) Evaluate market power based on a relevant
standard other than percentage share of direct written premium.
(f) Provide a determination as to
whether the proposed acquisition or merger, if consummated, would trigger a
presumption of adverse competitive impact under any of the tests below, and if
so, provide justification demonstrating that the acquisition or merger would
not substantially lessen competition or create a monopoly in this State in any
of the affected lines of business, or if applicable any other relevant market
identified in accordance with Subitem (e). For purposes of these tests, market
share includes where applicable any fronted or placed business identified in
Subitems (b) and (c). For each line of business, the "Primary Group" means the
insurers listed in Item 1 or the insurers listed in Item 2, whichever group has
the larger market share for that line. If there are any insurers in both
groups, they should be allocated to the Secondary Group. Any justification
submitted must address whether the acquisition will yield substantial economies
of scale or economies in resource utilization that cannot be feasibly achieved
in any other way; whether the public benefits which would arise from such
economies exceed the public benefits which would arise from not lessening
competition; whether the acquisition will substantially increase the
availability of insurance; and whether the public benefits of such increased
availability exceed the public benefits which would arise from not lessening
competition. Relevant factors the justification should consider include, but
are not limited to, market shares, volatility of ranking of market leaders,
number of competitors, concentration, trend of concentration in the industry,
and ease of entry and exit into the market. A presumption of adverse
competitive impact exists in any market described by one or more of the
standards below:
(1) The market is highly
concentrated, meaning that the four largest insurance groups have a combined
market share of 75% or more, and the Primary and Secondary Groups have the
following market shares:
|
Primary |
Secondary |
|
4% or more |
4% or more |
|
7% or more |
3% or more |
|
10% or more |
2% or more |
|
15% or more |
1% or more |
(2)
The market is not highly concentrated, and the Primary and Secondary Groups
have the following market shares:
|
Primary |
Secondary |
|
5% or more |
5% or more |
|
10% or more |
4% or more |
|
15% or more |
3% or more |
|
17% or more |
2% or more |
|
19% or more |
1% or more |
(3)
The transaction might contribute to a significant trend toward increased
concentration in the market, meaning that the Primary Group is one of the N
largest insurance groups in the market, where N is less than or equal to 8, and
the aggregate market share of the N largest insurance groups has increased by 7
percentage points or more, relative to some base year 5 to 10 years before the
year used to calculate current market shares, and the Secondary Group's current
market share is at least 2%.
(4)
The Superintendent has advised the applicant that there may be substantial
evidence warranting concern that the proposed acquisition or merger could
result in adverse competitive impact in the market.
ITEM 6.
SIGNATURE AND
CERTIFICATION
Signature and certification required as follows:
SIGNATURE:
Pursuant to the requirements of 24-A M.R.S.A. § 222 and
Bureau of Insurance Rule 180, ______________________________ 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) (Title)
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 the Applicant; and that (s)he is
authorized to execute and file this instrument.
Deponent further says that (s)he is familiar with this
instrument and the contents hereof, and that the facts herein set forth are
true to the best of his/her knowledge, information, and belief.
________________________________________________
Signature
________________________________________________
(Type or Print Name)
