69O-136.090. Merger, Consolidation, or Acquisition of Controlling Stock, Ownership Interests, Assets, or Control of a Specialty Insurer

(1) Any person acquiring a specialty insurer pursuant to Section 628.4615, F.S., shall comply with the instructions contained on Form OIR-C1-448, incorporated by reference in Rule 69O-136.100, F.A.C., and shall also comply with directions, or otherwise submit, the following applicable forms:

(a) Form OIR-C1-144, incorporated by reference in Rule 69O-136.100, F.A.C.;

(b) Form OIR-C1-448, incorporated by reference in Rule 69O-136.100, F.A.C.;

(c) Form OIR-C1-905, incorporated by reference in Rule 69O-136.100, F.A.C.;

(d) Form OIR-C1-938, incorporated by reference in Rule 69O-136.100, F.A.C.; 

(e) Form OIR-C1-1423, incorporated by reference in Rule 69O-136.100, F.A.C.;

(f) Form OIR-C1-0500, incorporated by reference in Rule 69O-136.100, F.A.C.;

(g) Form OIR-C1-0501, incorporated by reference in Rule 69O-136.100, F.A.C.;

(h) Form OIR-C1-0502, incorporated by reference in Rule 69O-136.100, F.A.C.;

(i) Form OIR-C1-0503, incorporated by reference in Rule 69O-136.100, F.A.C.;

(j) Form OIR-C1-0504, incorporated by reference in Rule 69O-136.100, F.A.C.;

(k) Form OIR-C1-0505, incorporated by reference in Rule 69O-136.100, F.A.C.;

(l) Form OIR-C1-0506, incorporated by reference in Rule 69O-136.100, F.A.C.;

(m) Form OIR-C1-0507, incorporated by reference in Rule 69O-136.100, F.A.C.;

(n) Form OIR-C1-0509, incorporated by reference in Rule 69O-136.100, F.A.C.;

(o) Form OIR-C1-2069, incorporated by reference in Rule 69O-136.100, F.A.C.;

(p) Form OIR-C1-2221, incorporated by reference in Rule 69O-136.100, F.A.C.; and,

(q) In addition, prior to a final decision on whether to approve the proposed acquisition, the Office shall request such other information as is necessary, depending on the facts and circumstances of the specific persons and entities involved, pursuant to Section 628.4615(4), F.S., to determine the character, experience, ability, and other qualifications required by statute, of the person or affiliated person of such person for the protection of the policyholders and shareholders of the insurer and the public. The Office shall make no final decision on any proposed acquisition without complete information, as required by Section 628.4615, F.S.

(2) All the forms listed in subsection (1) may be obtained from the Office’s website at http://www.floir.com and shall be submitted electronically via the Office’s iApply system at https://www.floir.com/iportal.

(3) Any merger effected involving a not-for-profit health maintenance organization that is not in a holding company system shall comply with Sections 628.4615, 628.471, and 641.255 F.S., and this rule.

(4) Any merger effected involving a for-profit health maintenance organization that is not in a holding company system shall comply with Sections 628.4615, 628.451, and 641.255 F.S., and this rule.

(5) A retaliatory application fee shall be submitted pursuant to Section 624.5091, F.S. The retaliatory fee is the greater of:

(a) The amount that the applicant’s domiciliary state or country would charge a Florida domestic insurer making application in the applicant’s state or country of domicile; or

(b) The Florida application fee pursuant to Section 624.501(1)(a), F.S.

(6) Disclaimer of Control

(a) A person may attempt to rebut a presumption of control pursuant to Section 628.4615(11), F.S., by electronically filing via the Office’s iApply system at https://www.floir.com/iportal one of the following forms with the Office:

1. Form OIR-C1-1467, incorporated by reference in Rule 69O-136.100, F.A.C.;

2. Form OIR-C1-1468, incorporated by reference in Rule 69O-136.100, F.A.C.;

3. Form OIR-C1-2211, incorporated by reference in Rule 69O-136.100, F.A.C.

(b) A person may attempt to rebut a presumption of control pursuant to Section 628.4615(11), F.S., by filing a copy of a Schedule 13G filed with the Securities and Exchange Commission pursuant to Rule 13d-1(b) or (c), 17 C.F.R. s. 240.13d-1, under the Securities Exchange Act of 1934, as amended, to the Office electronically via the Office’s iApply system at https://www.floir.com/iportal.

(c) Pursuant to Section 628.4615(11), F.S., the Office is authorized to disallow a disclaimer of control filed pursuant to paragraphs (a) and (b).

Rulemaking Authority 624.308(1), 628.4615(15), 628.535 FS. Law Implemented 624.307(1), 624.34, 624.424(6), 624.501, 624.5091, 626.9928, 628.451, 628.4615, 628.471 634.252, 634.3073, 634.4085, 636.065, 641.255, 641.416, 642.032, 651.024, 651.0245 FS. History–New 7-21-22, Amended 1-7-24.