Ins 40.01(8m) (8m) “Scope criteria” means the designated exposure bases along with minimum magnitudes thereof for the specified data year that is used to establish a preliminary list of insurers that are considered scoped into the NAIC liquidity stress test framework for that data year, as detailed in the NAIC liquidity stress test framework.

Ins 40.01(9) (9) “Security holder” means a person who owns any security of a person, including, but not limited to, common stock, preferred stock, debt obligations or any other security convertible into or evidencing the right to acquire stock or debt obligations.

Ins 40.01(10) (10) “State of domicile” means the state where an insurer is domiciled or, for an alien insurer, its port of entry state.

Ins 40.01(11) (11) “Subsidiary” of a person means a person which is controlled, directly or indirectly through one or more intermediaries, by the first person.

Ins 40.01(12) (12) “Ultimate controlling person” means a person who is not controlled by any other person. 

Ins 40.01(13) (13) “Voting security” includes, but is not limited to, any security convertible into or evidencing a right to acquire a voting security.

Ins 40.01 History History: Cr. Register, July, 1993, No. 451, eff. 8-1-93; correction in (12) made under s. 13.93 (2m) (b) 12., Stats., Register, June, 1997, No. 498; CR 14-071: cr. (4m), am. (7) Register August 2015 No. 716, eff. 9-1-15; CR 19-013: cr. (5m), (7m) Register April 2020 No. 772, eff. 5-1-20; correction in (7m) (c) made under s. 35.17, Stats., Register April 2020 No. 772; CR 21-106: cr. (5g), (7p), (7s), (7w), (7y), (8m) Register July 2022 No. 799, eff. 8-1-22.

Ins 40.02 Ins 40.02 Acquisition of control of or merger with domestic insurer or divestiture of the shares of a domestic insurer.

Ins 40.02(1) (1) Filing requirements.

Ins 40.02(1)(a) (a) Except as provided under par. (b), no person, other than the insurer, may:

Ins 40.02(1)(a)1. 1. Make a tender offer for, request or invitation for, tenders of, divestiture of, or enter into any agreement to exchange securities for, seek to acquire, or acquire, in the open market or otherwise, any voting security of a domestic insurer if after the consummation of the offer, request, invitation, agreement or acquisition, the person would, directly or indirectly, or by conversion or by exercise of any right to acquire, be in control of the insurer; or

Ins 40.02(1)(a)2. 2. Enter into an agreement to merge with or otherwise to acquire or attempt to acquire control of a domestic insurer or any person having control of a domestic insurer.

Ins 40.02(1)(b) (b) A person is not subject to par. (a), only if:

Ins 40.02(1)(b)1. 1. The person first files the information required under sub. (2) and, if applicable, the person files a pre-acquisition notification, which shall contain the information set forth in s. Ins 40.025 with the commissioner and sends a copy of the information to the domestic insurer; and

Ins 40.02(1)(b)2. 2. The offer, request, invitation, agreement or acquisition has been approved by the commissioner under ss. 611.72, 611.73, 612.21, 612.22, 613.72, or 614.73, and 617.21, Stats.

Ins 40.02(1)(c) (c) Any controlling person of a domestic insurer seeking to divest its controlling interest in the domestic insurer, in any manner, shall file with the commissioner, with a copy to the insurer, confidential notice of its proposed divestiture at least 30 days prior to the cessation of control. The commissioner shall determine those instances in which the party or parties seeking to divest or to acquire a controlling interest in an insurer, will be required to file for and obtain approval of the transaction. The information shall remain confidential until the conclusion of the transaction unless the commissioner, in his or her discretion determines that confidential treatment will interfere with enforcement of this section. If the statement referred to in sub. (2) is otherwise filed, this paragraph shall not apply.

Ins 40.02(1)(d) (d) For purposes of this section “domestic insurer” includes any person having control of a domestic insurer. This section does not apply to a person who is a securities broker holding, in the usual and customary securities broker’s function, less than 20% of the voting securities of an insurer or of any person which controls an insurer.

Ins 40.02(2) (2) Content of statement. Except as provided under sub. (5), a person required to file under sub. (1) shall file the following information, using form A in the appendix to this chapter, in a sworn statement:

Ins 40.02(2)(a) (a) For each acquiring person:

Ins 40.02(2)(a)1. 1. The acquiring person’s name and address;

Ins 40.02(2)(a)2. 2. If the acquiring person is an individual, his or her principal occupation and all offices and positions held during the past 5 years, any conviction of crimes other than traffic violations not involving death or injury during the past 10 years and all relevant information regarding any occupational license or registration; and

Ins 40.02(2)(a)3. 3. If the acquiring person is not an individual, a report of the nature of its business operations during the past 5 years or for the lesser period that the acquiring person and any predecessors of the acquiring person have been in existence, if shorter, an informative description of the business intended to be done by the acquiring person and the acquiring person’s subsidiaries, and a list of all individuals who are or who have been selected to become directors or executive officers of the acquiring person, or who perform or will perform functions similar to those positions. The list shall include for each individual the information required by subds. 1. and 2.

Ins 40.02(2)(b) (b) The source, nature, and amount of the consideration used or to be used in effecting the merger or other acquisition of control, a description of any transaction from which funds were or are to be obtained for that purpose, including any pledge of the insurer’s stock, or the stock of any of its subsidiaries or affiliates which control the insurer, the criteria used in determining the nature and amount of consideration and the identity of persons furnishing the consideration.

Ins 40.02(2)(c) (c) Fully audited financial information as to the earnings and financial condition of each acquiring person for the preceding 5 fiscal years of each acquiring person or for the period the acquiring person and any predecessors of the acquiring person have been in existence, if shorter, and similar unaudited information as of a date not earlier than 90 days prior to the filing of the statement.

Ins 40.02(2)(d) (d) Any plans or proposals which any acquiring person is considering to liquidate, to sell assets of, or to merge or consolidate the insurer or to make any other material change in the insurer’s business or corporate structure or management.

Ins 40.02(2)(e) (e) The number of shares of any security which each acquiring person proposes to acquire; the terms of the offer, request, invitation, agreement, or acquisition; and a statement as to the method by which the fairness of the proposal was determined.

Ins 40.02(2)(f) (f) The amount of each class of any security which is beneficially owned or concerning which there is a right to acquire beneficial ownership by any acquiring person.

Ins 40.02(2)(g) (g) A full description of any contracts, arrangements, or understandings with respect to any security in which any acquiring person is involved, including, but not limited to, transfer of any of the securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or guarantees of profits, division of losses or profits, or the giving or withholding of proxies. The description shall identify the persons with whom the contracts, arrangements or understandings have been entered into.

Ins 40.02(2)(h) (h) A description of the purchase of any security of the entity to be acquired during the 12 calendar months preceding the filing of the statement by any acquiring person, including the dates of purchase, names of the purchasers, and consideration paid or agreed to be paid.