| (5) File as exhibits copies of all tender offers for,
requests or invitations for, tenders of, exchange offers for, and
agreements to acquire or exchange any voting securities of the insurer
and (if distributed) of additional soliciting material.
(n) Enterprise risk management. Applicant agrees to
provide, to the best of its knowledge and belief, the information
required by Form F under Insurance Code §823.0595, as applicable,
within 15 days after the end of the month in which the acquisition
of control occurs.
(o) Notice regarding divestiture
of control under Insurance Code §823.154.
(1) Provide the name of the domestic insurer and divesting
person (applicant), the date the application is filed, and the name,
title, address, and telephone number of the individual to whom notices
and correspondence concerning this statement should be addressed.
(2) Provide notice that applicant is divesting control
of the above-named insurance companies and describe how control is
being divested and include the percentage of control being divested.
(3) Describe and state the name of the person in control
of the insurer before and after the divestiture of control.
(4) Supplemental information required under Insurance
Code §823.201(e) to evaluate the enterprise risk to the insurer
must be submitted separately under subsection (y) of this section.
(p) Signature and certification. Signature and certification
of the Form A in the following form, except for alien applicants,
which must submit a certification acceptable in their jurisdiction:
Attached Graphic
(q) Supplemental information to
evaluate enterprise risk. Separately submit supplemental information,
necessary to evaluate the enterprise risk to the insurer under Insurance
Code §823.201(e), as specified in subsections (r) - (z) of this
section, which is confidential under Insurance Code §823.011.
(r) Identity and background of the applicant to evaluate
enterprise risk.
(1) Fully describe any business that affiliates of
the applicant intend to commence.
(2) Furnish a chart or listing clearly identifying
the interrelationships between the ultimate controlling party, applicant,
and all other affiliates of the applicant. Indicate in the chart or
listing the percentage of voting securities of each person controlled
by the applicant or by any other person. If control of any person
is maintained other than by the ownership or control of voting securities,
indicate the basis of control. As to each person specified in the
chart or listing, indicate the type of organization (e.g., corporation,
trust, partnership) and the state or other jurisdiction of domicile.
If court proceedings looking toward a reorganization or liquidation
are pending with respect to any person, indicate which person, and
set forth the title of the court, nature of proceedings, and the date
when commenced.
(s) Identity and background of individuals associated
with the applicant to evaluate enterprise risk.
(1) Provide biographical data of the applicant if the
person is an individual, or for all persons who are directors, executive
officers, or direct or indirect owners of 10 percent or more of the
voting securities of the ultimate controlling person and applicant
if the ultimate controlling person or applicant is not an individual,
in the form of the latest version of the biographical affidavit form
published by and available from the National Association of Insurance
Commissioners and adopted by reference under §7.201(a)(1) of
this title.
(2) The applicant, if the person is an individual,
or for persons who are the chair of the board, chief executive officer,
president, chief financial officer, treasurer, and controller of the
ultimate controlling person and applicant if the ultimate controlling
person and applicant are not individuals, must comply with the fingerprint
requirements of Chapter 1, Subchapter D of this title, and provide
an independent third party background investigation report from a
list of vendors furnished by the National Association of Insurance
Commissioners or as acceptable to the commissioner.
(t) Nature, source, and amount of funds or other consideration
to evaluate enterprise risk.
(1) Provide copies of all agreements, promissory notes,
and security arrangements as described in subsection (e)(1) of this
section.
(2) Explain the criteria used in determining the nature
and amount of the consideration.
(u) Future plans for insurer to evaluate enterprise
risk.
(1) Describe any financial or employment guarantees
given to present and contemplated management as part of the plans
or proposals submitted under subsection (f)(1) of this section.
(2) Describe applicant's business plans for the domestic
insurer and the ultimate controlling person's business plans for the
holding company system covering the period equal to the greater of
three years or the length of time of debt service required by applicant
in its acquisition of control including, but not limited to, change
of location, change of name, change in capital or surplus, reinsurance
activity, type of business to be written, and anticipated premium
volume. Applicant may provide the business plan on the National Association
of Insurance Commissioners Uniform Certificate of Authority Application.
(3) For the domestic insurer, provide the full name
of each individual proposed to be an executive officer or director
of the domestic insurer and the full name of each individual who will
be responsible for major areas of operations of the domestic insurer,
including, but not limited to, supervision of agents, underwriting,
advertising, production of business through agents and through reinsurance,
policyholder services, premium accounting, claims processing and litigation,
reinsurance cessions, investments, and financial accounting and reporting.
For each position, evidence of the individual's ability and experience
to perform same by providing biographical data in the form of the
latest version of the biographical affidavit form published by and
available from the National Association of Insurance Commissioners
and adopted by reference under §7.201(a)(1) of this title.
(v) Voting securities to be acquired. Provide a statement
of the method by which the fairness of the proposal to acquire the
voting securities was determined under subsection (g) of this section
to evaluate enterprise risk.
(w) Financial statements and exhibits to evaluate enterprise
risk.
(1) Provide the financial projections for the ultimate
controlling person, applicant, and domestic insurer for a period equal
to the greater of three years or the length of time of debt service
required by the applicant in its acquisition of control and any additional
document or papers required by regulation, except that financial projections
are not required for individuals and the commissioner may provide
for a lesser period for publicly traded companies.
(2) Provide the financial statements of the ultimate
controlling person if the ultimate controlling person is not a publicly
traded company. The financial statements of the ultimate controlling
person of the applicant as described in subsection (m)(2) and (3)
of this section must include their annual financial statements.
(3) Unless exempted by the commissioner, if the applicant
is an individual person, the applicant must provide a reviewed financial
statement accompanied by the certificate of an independent public
accountant that the accountant is not aware of any material modifications
that should be made to the accompanying financial statement for it
to be in conformity with generally accepted accounting principles.
Applicant must provide a balance sheet as of a date not earlier than
120 days prior to the filing of the statement and balance sheets for
the second and third fiscal years preceding the filing of the statement
accompanied by affidavit or certification that each balance sheet
is true and correct as of its date.
(4) File as exhibits copies of all proposed employment,
consultation, advisory, or management contracts concerning the insurer.
(5) In addition to the other material required to be
filed by this section, a person described in §7.205(a) of this
title must file, as an exhibit, annual reports to the stockholders
of the insurer and the applicant for the last two fiscal years.
(x) Cybersecurity information to evaluate enterprise
risk. Describe the cybersecurity plan, including systems, policies
and procedures, reviews, incident responses, trainings, and strategies
of the ultimate controlling person and applicant, and future cybersecurity
plans for the insurer.
(y) Notice regarding divestiture
of control to evaluate enterprise risk.
(1) State the name and address of the recipient(s)
of the divestiture of control.
(2) Provide copies of any sales contracts and an organizational
chart before and after the divestiture of control.
(z) Signature and certification. Signature and certification
of the supplemental information in the following form, except for
alien applicants, which must submit a certification acceptable in
their jurisdiction:
Attached Graphic
|
| Source Note: The provisions of this §7.209 adopted to be effective January 1, 1976; amended to be effective November 30, 1984, 9 TexReg 5926; amended to be effective April 29, 1988, 13 TexReg 1761; amended to be effective April 13, 1992, 17 TexReg 2273; amended to be effective July 14, 1994, 19 TexReg 5098; amended to be effective May 15, 1996, 21 TexReg 3798; amended to be effective May 5, 2002, 27 TexReg 3559; amended to be effective October 23, 2006, 31 TexReg 8682; amended to be effective May 26, 2013, 38 TexReg 3033; amended to be effective July 18, 2016, 41 TexReg 5177 |
