69O-136.080 and 69O-136.090 concern the acquisition and mergers of insurers and specialty insurers and incorporates the required forms in 69O-136.100.

 

DEPARTMENT OF FINANCIAL SERVICES

OIR – Insurance Regulation

RULE NO.: RULE TITLE:

69O-136.080: Mergers and Acquisition of Controlling Stock of a Florida Domestic Insurer

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

69O-136.100: Forms Incorporated by Reference

PURPOSE AND EFFECT: 69O-136.080 and 69O-136.090 concern the acquisition and mergers of insurers and specialty insurers and incorporates the required forms in 69O-136.100.

SUMMARY: Some forms currently incorporated by reference in 69O-136.080 are revised and moved to 69O-136.100, as well as adding the process and forms for a person to attempt to rebut a presumption of control. 69O-136.090 is created concerning the acquisition of controlling stock of a specialty insurer and the process and forms for a person to attempt to rebut a presumption of control. 69O-136.100 is created for the eventual incorporation of all forms in 69O-136.

SUMMARY OF STATEMENT OF ESTIMATED REGULATORY COSTS AND LEGISLATIVE RATIFICATION:

The Agency has determined that this will not have an adverse impact on small business or likely increase directly or indirectly regulatory costs in excess of $200,000 in the aggregate within one year after the implementation of the rule. A SERC has not been prepared by the Agency.

The Agency has determined that the proposed rule is not expected to require legislative ratification based on the statement of estimated regulatory costs or if no SERC is required, the information expressly relied upon and described herein: Agency personnel familiar with the subject matter of the rule amendment have performed an economic analysis of the rule amendment that shows that the rule amendment is unlikely to have an adverse impact on the State economy in excess of the criteria established in Section 120.541(2)(a), Florida Statutes.

Any person who wishes to provide information regarding a statement of estimated regulatory costs, or provide a proposal for a lower cost regulatory alternative must do so in writing within 21 days of this notice.

RULEMAKING AUTHORITY: 624.308(1), 624.413(1), 628.461(13), 628.4615(15), 628.535 FS.

LAW IMPLEMENTED: 624.307(1), 624.34, 624.404, 624.413, 624.424(6), 624.501, 624.5091, 626.9928, 628.451, 628.461, 628.4615, 628.471, 628.801, 634.252, 634.3073, 634.4085, 636.065, 641.255, 641.416, 642.032, 651.024, 651.0245 FS.

IF REQUESTED WITHIN 21 DAYS OF THE DATE OF THIS NOTICE, A HEARING WILL BE SCHEDULED AND ANNOUNCED IN THE FAR.

THE PERSON TO BE CONTACTED REGARDING THE PROPOSED RULE IS: Michael Lawrence, Jr., Chief Legal Counsel, [e-mail], [phone].

 

THE FULL TEXT OF THE PROPOSED RULE IS:

Substantial rewording of Rule 69O-136.080, F.A.C. follows.  See Florida Administrative Code for present text.

 

69O-136.080 Mergers and Acquisition of Controlling Stock of a Florida Domestic Insurer.

(1) Any person acquiring a Florida domestic insurer pursuant to section 628.461, F.S., shall comply with the instructions contained on Form OIR-C1-918, 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-C1-918, incorporated by reference in Rule 69O-136.100, F.A.C.;

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

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

(d) Form OIR-C1-1416, 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-C1-1524, incorporated by reference in Rule 69O-136.100, F.A.C., if required as per the instructions in Form OIR-C1-918;

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

(h) Form OIR-D0-516, incorporated by reference in Rule 69O-136.100, F.A.C.;

(i) Form OIR-D0-896, incorporated by reference in Rule 69O-136.100, F.A.C.;

(j) Form OIR-D0-904, incorporated by reference in Rule 69O-136.100, F.A.C.;

(k) Form OIR-D0-2119, incorporated by reference in Rule 69O-136.100, F.A.C.;

(l) Form OIR-D0-2165, incorporated by reference in Rule 69O-136.100, F.A.C.; and

(m) 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 628.461(3), 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 628.461, 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. Forms relating to specific kinds of insurance in subsection (1) are to be submitted only by companies issuing policies relating to the kind of insurance specified on the form.

(3) Any merger effected between or among one or more domestic or foreign stock insurers authorized to transact insurance in this state and one or more other entities authorized to transact insurance and self-insurance in this state, including a self-insurance trust fund existing pursuant to section 627.357, F.S., shall comply with the provisions of sections 628.461 and 628.451, F.S., and this rule.

(4) Any merger effected involving a not-for-profit health maintenance organization that is in a holding company system shall comply with the provisions of sections 628.461, 628.471, 641.255 F.S., and this rule.

(5) Any merger effected involving a for-profit health maintenance organization that is in a holding company system shall comply with sections 628.461, 628.451, 641.255 F.S., and this rule.

(6) 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.

(7) Disclaimer of Control

(a) A person may attempt to rebut a presumption of control pursuant to section 628.461, 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 628.461, 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 628.461(12)(a), F.S., the Office is authorized to disallow a disclaimer of control filed pursuant to paragraphs (a) and (b).

Rulemaking Authority 624.308(1), 624.413(1), 628.461(13), 628.535 FS. Law Implemented 624.307(1), 624.307(3), 624.317, 624.321, 624.34, 624.404, 624.413, 624.424(6), 624.501, 624.5091, 628.051, 628.061, 628.451, 628.461, 628.471, 628.801, 641.255 FS. History–New 6-7-90, Formerly 4-109.002, Amended 5-12-94, 11-7-00, Formerly 4-143.056, Amended 5-31-16, Formerly 69O-143.056, Amended, ________.

 

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-C1-2221, incorporated by reference in Rule 69O-136.100, F.A.C.; and,

(g) 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, 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, 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 _________.

 

69O-136.100 Forms Incorporated by Reference.

(1) The forms in subsection (2) of this rule are available and may be printed from the Office of Insurance Regulation’s website: https://www.floir.com/iportal, and are hereby incorporated by reference.

(2)(a) Forms OIR-C1

1. Form OIR-C1-144, “Service of Process Consent & Agreement,” effective 6/04, available at www.flrules.org/XXXXX;

2. Form OIR-C1-448, “Application for Acquisition of Controlling Stock, Ownership Interest, Assets, or Control of a Florida Specialty Insurer,” effective 3/21, available at www.flrules.org/XXXXX;

3. Form OIR-C1-905, “Instructions for Furnishing Background Investigative Reports,” effective 6/20, hereby incorporated by reference and available at www.flrules.org/XXXXX;

4. Form OIR-C1-918, “Application for Acquisition of Controlling Stock of a Florida Domestic Insurer,” effective 3/21, available at www.flrules.org/XXXXX;

5. Form OIR-C1-938, “Fingerprint Payment and Submission Procedures,” effective 6/20, hereby incorporated by reference and available at www.flrules.org/XXXXX;

6. Form OIR-C1-1416, “Uniform Certificate of Authority Application (UCAA) Lines of Insurance,”  effective 1/20, available at www.flrules.org/XXXXX;

7. Form OIR-C1-1423, “Uniform Certificate of Authority Application (UCAA) Biographical Affidavit,” effective 12/20, hereby incorporated by reference and available at www.flrules.org/XXXXX;

8. Form OIR-C1-1467, “Disclaimer of Control Affidavit - Individual,” effective 6/20, available at www.flrules.org/XXXXX;

9. Form OIR-C1-1468, “Disclaimer of Control Affidavit - Entity,” effective 6/20, available at www.flrules.org/XXXXX;

10. Form OIR-C1-1524, “Uniform Certificate of Authority Application (UCAA) Uniform Consent to Service of Process,” effective 12/19, available at www.flrules.org/XXXXX;

11. Form OIR-C1-2211, “Disclaimer of Control Affidavit – Investment Companies,” effective 6/20, available at www.flrules.org/XXXXX; and

12. Form OIR-C1-2221, “Management Information Form,” effective 6/20, available at www.flrules.org/XXXXX.

(b) Forms OIR-D0

1. Form OIR-D0-516, “Form B Insurance Company System Annual Registration Statement,” effective 6/20, available at www.flrules.org/XXXXX;

2. Form OIR-D0-896, “UCAA Proforma Financial Statements, Property and Casualty Insurance Company,” effective 1/19, available at www.flrules.org/XXXXX;

3. Form OIR-D0-904, “UCAA Proforma Financial Statements, Life & Health Insurer,” effective 1/19, available at www.flrules.org/XXXXX;

4. Form OIR-D0-2119, “UCAA Proforma Financial Statements, Title Insurance Company,” effective 1/19, available at www.flrules.org/XXXXX; and

5. Form OIR-D0-2165, “UCAA Proforma Financial Statements, Health,” effective 1/19, available at www.flrules.org/XXXXX.

Rulemaking Authority 624.308(1), 624.413(1), 628.461(13), 628.4615(15), 628.535 FS.  Law Implemented 624.307(1), 624.34, 624.404, 624.413, 624.424(6), 624.501, 624.5091, 626.9928, 628.451, 628.461, 628.4615, 628.471, 628.801, 634.252, 634.3073, 634.4085, 636.065, 641.255, 641.416, 642.032, 651.024, 651.0245 FS. History–New _________.

 

NAME OF PERSON ORIGINATING PROPOSED RULE: Michael Lawrence, Jr., Chief Legal Counsel

NAME OF AGENCY HEAD WHO APPROVED THE PROPOSED RULE: Financial Services Commission

DATE PROPOSED RULE APPROVED BY AGENCY HEAD: May 4, 2021

DATE NOTICE OF PROPOSED RULE DEVELOPMENT PUBLISHED IN FAR: February 5, 2021