§ 521a-3

521A.3 Acquisition of control of or merger with domestic insurer. 1. Filing requirements.a. No person other than the issuer shall make a tender offer for or a request or invitation for tenders of, or enter into any agreement to exchange securities for, seek to acquire, oracquire, in the open market or otherwise, any voting security of a domestic insurer if, afterthe consummation thereof, such person would, directly or indirectly, or by conversion or byexercise of any right to acquire, be in control of such insurer, and no person shall enter into anagreement to merge with or otherwise to acquire control of a domestic insurer unless, at thetime any such offer, request, or invitation is first made or any such agreement is entered into,or prior to the acquisition of such securities if no offer or agreement is involved, such personhas first filed with the commissioner and has sent to such insurer, a statement containingthe information required by this section and such offer, request, invitation, agreement, oracquisition has been approved by the commissioner in the manner hereinafter prescribed. b.

atement containingthe information required by this section and such offer, request, invitation, agreement, oracquisition has been approved by the commissioner in the manner hereinafter prescribed. b. For purposes of this section, any controlling person of a domestic insurer seeking to divest its controlling interest in the domestic insurer, in any manner, shall file with thecommissioner, with a copy to the insurer, confidential notice of its proposed divestiture atleast thirty days prior to the cessation of control. The commissioner shall determine thoseinstances in which the party seeking to divest or to acquire a controlling interest in aninsurer, shall be required to file for and obtain approval of the transaction. The informationshall remain confidential until the conclusion of the transaction unless the commissioner,in the commissioner’s discretion, determines that confidential treatment will interfere withenforcement of this section. If the statement referred to in paragraph 'a' is otherwise filed,this paragraph 'b' shall not apply. c. For purposes of this section a 'domestic insurer' shall include any other person controlling a domestic insurer unless the other person is

a' is otherwise filed,this paragraph 'b' shall not apply. c. For purposes of this section a 'domestic insurer' shall include any other person controlling a domestic insurer unless the other person is either directly or through itsaffiliates primarily engaged in business other than the business of insurance. However, forpurposes of this section'person' does not include a securities broker holding, in the usualand customary broker’s function, less than twenty percent of the voting securities of aninsurance company or of a person which controls an insurance company. 2. Content of statement.a. The statement to be filed with the commissioner under this section shall be made under oath or affirmation and shall contain the following: (1) The name and address of each person by whom or on whose behalf the merger or other acquisition of control referred to in subsection 1 is to be effected, hereinafter called'acquiring party'. (a) If such person is an individual, the individual’s principal occupation and all offices and positions held during the past five years, and any conviction of crimes other than minortraffic violations during the past ten years.

vidual, the individual’s principal occupation and all offices and positions held during the past five years, and any conviction of crimes other than minortraffic violations during the past ten years. (b) If such person is not an individual, a report of the nature of its business operations during the past five years or for such lesser period as such person and any predecessorsthereof shall have been in existence; an informative description of the business intended tobe done by such person and such person’s subsidiaries; and a list of all individuals who areor who have been selected to become directors or executive officers of such person, or whoperform or will perform functions appropriate to such positions. Such list shall include foreach such individual the information required by subparagraph division (a). (2) 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 in which funds wereor are to be obtained for any such purpose including a pledge of the insurer’s stock, or thestock of any of its subsidiaries or controlling affiliates, and the identity of persons furnishingthe

s wereor are to be obtained for any such purpose including a pledge of the insurer’s stock, or thestock of any of its subsidiaries or controlling affiliates, and the identity of persons furnishingthe consideration. However, if a source of the consideration is a loan made in the lender’sordinary course of business, the identity of the lender shall remain confidential, if the personfiling the statement so requests. (3) Fully audited financial information as to the earnings and financial condition of each acquiring party for the preceding five fiscal years of each such acquiring party, or forsuch lesser period as such acquiring party and any predecessors thereof shall have been in Sat Dec 23 00:52:27 2023 Iowa Code 2024, Section 521A.3 (34, 1) §521A.3, INSURANCE HOLDING COMPANY SYSTEMS 2 existence, and similar unaudited information as of a date not earlier than ninety days priorto the filing of the statement. (4) Any plans or proposals which each acquiring party may have to liquidate such insurer, to sell its assets or merge or consolidate it with any person, or to make any other materialchange in its business or corporate structure or management.

ring party may have to liquidate such insurer, to sell its assets or merge or consolidate it with any person, or to make any other materialchange in its business or corporate structure or management. (5) The number of shares of any security referred to in subsection 1 which each acquiring party proposes to acquire, and the terms of the offer, request, invitation, agreement, oracquisition referred to in subsection 1, and a statement as to the method by which thefairness of the proposal was arrived at. (6) The amount of each class of any security referred to in subsection 1 which is beneficially owned or concerning which there is a right to acquire beneficial ownership byeach acquiring party. (7) A full description of any contracts, arrangements or understandings with respect to any security referred to in subsection 1 in which any acquiring party is involved, including butnot 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 oflosses or profits, or the giving or withholding of proxies.

oint ventures, loan or option arrangements,puts or calls, guarantees of loans, guarantees against loss or guarantees of profits, division oflosses or profits, or the giving or withholding of proxies. Such description shall identify thepersons with whom such contracts, arrangements or understandings have been entered into. (8) A description of the purchase of any security referred to in subsection 1 during the twelve calendar months preceding the filing of the statement, by any acquiring party,including the dates of purchase, names of the purchasers, and consideration paid or agreedto be paid therefor. (9) A description of any recommendations to purchase any security referred to in subsection 1 made during the twelve calendar months preceding the filing of the statement,by any acquiring party, or by anyone based upon interview or at the suggestion of suchacquiring party. (10) Copies of all tender offers for, requests or invitations for tenders of, exchange offers for, and agreements to acquire or exchange any securities referred to in subsection 1, and, ifdistributed, of additional soliciting material relating thereto.

itations for tenders of, exchange offers for, and agreements to acquire or exchange any securities referred to in subsection 1, and, ifdistributed, of additional soliciting material relating thereto. (11) The terms of any agreement, contract or understanding made with any broker-dealer as to solicitation of securities referred to in subsection 1 for tender, and the amount of anyfees, commissions, or other compensation to be paid to broker-dealers with regard thereto. (12) An agreement by the person required to file the statement referred to in subsection 1 that the person will provide the annual enterprise risk report specified in section 521A.4,subsection 12, for so long as control exists. (13) An acknowledgment by the person required to file the statement referred to in subsection 1 that the person and all subsidiaries within its control in the insurance holdingcompany system will provide information to the commissioner upon request as necessary toevaluate enterprise risk to the insurer. (14) Additional information as the commissioner may by rule prescribe as necessary or appropriate for the protection of policyholders of the insurer or in the public interest. b.

risk to the insurer. (14) Additional information as the commissioner may by rule prescribe as necessary or appropriate for the protection of policyholders of the insurer or in the public interest. b. If the person required to file the statement referred to in subsection 1 is a partnership, limited partnership, syndicate or other group, the commissioner may require that theinformation called for by paragraph 'a', subparagraphs (1) through (14) shall be givenwith respect to each partner of such partnership or limited partnership, each memberof such syndicate or group, and each person who controls such partner or member. Ifany such partner, member, or person is a corporation or the person required to file thestatement referred to in subsection 1 is a corporation, the commissioner may require thatthe information called for by paragraph 'a', subparagraphs (1) through (14) shall be givenwith respect to such corporation, each officer and director of such corporation, and eachperson who is directly or indirectly the beneficial owner of more than ten percent of theoutstanding voting securities of such corporation.

ion, each officer and director of such corporation, and eachperson who is directly or indirectly the beneficial owner of more than ten percent of theoutstanding voting securities of such corporation. If any material change occurs in the factsset forth in the statement filed with the commissioner and sent to such insurer pursuant tothis section, an amendment setting forth such change, together with copies of all documentsand other material relevant to such change, shall be filed with the commissioner and sent to Sat Dec 23 00:52:27 2023 Iowa Code 2024, Section 521A.3 (34, 1) such insurer within two business days after the person learns of such change. Such insurershall send such amendment to its shareholders. 3. Alternative filing materials. If any offer, request, invitation, agreement, or acquisition referred to in subsection 1 of this section is proposed to be made by means of a registrationstatement under the Securities Act of 1933 or in circumstances requiring the disclosure ofsimilar information under the Securities Exchange Act of 1934, or under a state law requiringsimilar registration, or disclosure, the person required to file the statement referred to insubsection 1 of

milar information under the Securities Exchange Act of 1934, or under a state law requiringsimilar registration, or disclosure, the person required to file the statement referred to insubsection 1 of this section may utilize such documents in furnishing the information calledfor by that statement. 4. Approval by the commissioner — hearings.a. The commissioner shall approve any merger or other acquisition of control referred to in subsection 1 if, after a public hearing on such merger or acquisition, the applicant hasdemonstrated to the commissioner all of the following: (1) After the change of control the domestic insurer referred to in subsection 1 will be able to satisfy the requirements for the issuance of a license to write the line or lines of insurancefor which it is presently licensed. (2) The effect of the merger or other acquisition of control will not substantially lessen competition in insurance in this state. (3) The financial condition of any acquiring party will not jeopardize the financial stability of the insurer, or prejudice the interest of its policyholders. (4) The plans or proposals which the acquiring party has to liquidate the insurer, sell its assets or

eopardize the financial stability of the insurer, or prejudice the interest of its policyholders. (4) The plans or proposals which the acquiring party has to liquidate the insurer, sell its assets or consolidate or merge it with any person, or to make any other material changein its business or corporate structure or management, are not unfair or unreasonable topolicyholders of the insurer and are not contrary to the public interest. (5) The competence, experience, and integrity of those persons who would control the operation of the insurer are sufficient to indicate that the interests of policyholders of theinsurer and of the public will not be jeopardized by the merger or other acquisition of control. (6) The merger or other acquisition of control is not likely to be hazardous or prejudicial to the insurance-buying public. b. The public hearing referred to in paragraph 'a' shall be held within thirty days after the commissioner has determined that the statement required by subsection 1 has beencompleted and contains all the required information set forth in subsection 2, and at leasttwenty days’ notice of the public hearing shall be given by the commissioner to the personfiling

n 1 has beencompleted and contains all the required information set forth in subsection 2, and at leasttwenty days’ notice of the public hearing shall be given by the commissioner to the personfiling the statement and to the domestic insurer. Not less than seven days’ notice of thepublic hearing shall be given by the person filing the statement to the insurer and to suchother persons as may be designated by the commissioner. The commissioner shall makea determination within thirty days after the conclusion of the hearing. At the hearing, theperson filing the statement, the insurer, any person to whom notice of hearing was sent, andany other person whose interests may be affected shall have the right to present evidence,examine and cross-examine witnesses, and offer oral and written arguments and inconnection therewith shall be entitled to conduct discovery proceedings in the same manneras is presently allowed in the district court of this state. All discovery proceedings shall beconcluded not later than three days prior to the commencement of the public hearing. c. If the proposed merger or other acquisition of control will require the approval of more than one commissioner, the

luded not later than three days prior to the commencement of the public hearing. c. If the proposed merger or other acquisition of control will require the approval of more than one commissioner, the public hearing referred to in paragraph 'a' may be held on aconsolidated basis upon request of the person filing the statement referred to in subsection 1.Such person may file the statement referred to in subsection 1 with the national associationof insurance commissioners within five days of making the request for a public hearing. Thecommissioner may opt out of a consolidated hearing, and shall provide notice to the applicantof the opt-out within ten days of the receipt of the statement referred to in subsection 1. Ahearing conducted on a consolidated basis shall be public and shall be held within the UnitedStates before the commissioners of the states in which the insurers are domiciled. Suchcommissioners shall hear and receive evidence. The commissioner may attend such hearingin person or by telecommunication. d. The commissioner may retain any attorneys, actuaries, accountants, and other experts not otherwise a part of the commissioner’s staff as may be reasonably necessary to

son or by telecommunication. d. The commissioner may retain any attorneys, actuaries, accountants, and other experts not otherwise a part of the commissioner’s staff as may be reasonably necessary to assist Sat Dec 23 00:52:27 2023 Iowa Code 2024, Section 521A.3 (34, 1) §521A.3, INSURANCE HOLDING COMPANY SYSTEMS 4 the commissioner in reviewing the proposed merger or acquisition of control, the reasonablecost of which shall be paid by the acquiring party. 5. Exemptions. The provisions of this section shall not apply to any offer, request, invitation, agreement, or acquisition which the commissioner by order shall exempttherefrom for one of the following reasons: a. It has not been made or entered into for the purpose and does not have the effect of changing or influencing the control of a domestic insurer. b. It is otherwise not comprehended within the purposes of this section.6. Violations. The following shall be violations of this section:a. The failure to file any statement, amendment, or other material required to be filed pursuant to subsection 1 or 2 of this section. b. The effectuation or any attempt to effectuate an acquisition of control of, or merger with, a domestic

ndment, or other material required to be filed pursuant to subsection 1 or 2 of this section. b. The effectuation or any attempt to effectuate an acquisition of control of, or merger with, a domestic insurer unless the commissioner has given approval thereto. 7. Jurisdiction — consent to service of process. The district court is hereby vested with jurisdiction over a person that is not a resident, is not domiciled, or is not authorized to dobusiness in this state that files a statement with the commissioner under this section, andover all actions involving the person arising out of violations of this section, and the personshall be deemed to have performed acts equivalent to and constituting an appointment by theperson of the commissioner to be the person’s true and lawful attorney upon whom may bemade all lawful process, notice, or demand in any action, suit, or proceeding arising out of aviolation of this section. A copy of all such lawful process, notice, or demand shall be madeon the commissioner as the attorney for service of process as provided in section 505.30. [C71, 73, 75, 77, 79, 81, §521A.3; 82 Acts, ch 1051, §4 – 6]86 Acts, ch 1102, §9 – 11; 91 Acts, ch 26, §49, 50;

the commissioner as the attorney for service of process as provided in section 505.30. [C71, 73, 75, 77, 79, 81, §521A.3; 82 Acts, ch 1051, §4 – 6]86 Acts, ch 1102, §9 – 11; 91 Acts, ch 26, §49, 50; 93 Acts, ch 88, §26; 97 Acts, ch 186, §26; 2012 Acts, ch 1023, §129; 2014 Acts, ch 1018, §3 – 9; 2018 Acts, ch 1018, §12; 2022 Acts, ch1050, §3; 2023 Acts, ch 66, §127 Referred to in §505.23, 508B.13, 521.16, 521A.1, 521A.9, 521A.14Subsection 2, paragraph a, unnumbered paragraph 1 amended Sat Dec 23 00:52:27 2023 Iowa Code 2024, Section 521A.3 (34, 1)