§ 27.3. Disclosure of material acquisitions or dispositions of assets.
(a) An insurer shall file a statement disclosing an acquisition of assets or disposition of assets if the following apply:
(1) A single transaction, or a series of related transactions during a 30-day period, involves more than 5% of the insurer’s total admitted assets as reported in the insurer’s most recent annual statutory financial statement filed with the Department.
(2) The transaction is nonrecurring.
(3) The transaction is not in the ordinary course of business.
(b) Statements of material acquisitions or dispositions of assets as required under subsection (a) shall include the following information:
(1) The dates of the transactions.
(2) The manner of acquisition or disposition.
(3) A description of the assets involved.
(4) The nature and amount of the consideration given or received.
(5) The purpose of or reason for the transactions.
(6) The manner by which the amount of consideration was determined.
(7) The gain or loss recognized or realized as a result of the transaction.
(8) The name of person from whom the assets were acquired or to whom they were disposed.
(9) The name, title, address and telephone number of the individual to whom notices and correspondence concerning the statements should be addressed.
(10) A certification by an officer of the insurer as provided in Appendix A (relating to certification for statement disclosing material transaction).
(c) Insurers shall prepare statements disclosing material acquisitions and dispositions of assets as required under subsection (a) on a nonconsolidated basis.
(d) An insurer shall file a statement disclosing a material acquisition or disposition of assets consisting of a single transaction as required under subsection (a) with the Department within 30 days after the date on which the transaction was closed.
(e) An insurer shall file a statement disclosing a material acquisition or disposition of assets consisting of a series of related transactions as required under subsection (a) within 30 days after the closing date of any transaction within a 30-day period that results in the aggregate of related transactions within that period involving more than 5% of the reporting insurer’s total admitted assets as reported in that insurer’s most recent annual statutory financial statement filed with the Department. For example:
Filing 1 shall be made within 30 days of January 21.
Filing 2 shall be made within 30 days of February 8.
(f) A filing is not required if statements disclosing the acquisition of assets or disposition of assets have been submitted to the Department under other laws, regulations or requirements.
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