{"data":{"id":"us-ok/okla.-stat.-tit.-36-36-1633","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 36, § 36-1633","heading":"Acquisition of control of or merger with domestic","body":"insurer.\n\nA. The requirements for filing shall be as follows:\n\n1. No person other than the issuer shall make a tender offer\n\nfor or a request or invitation for tenders of, or enter into any\n\nagreement to exchange securities for, seek to acquire, or acquire,\n\nin the open market or otherwise, any voting security of a domestic\n\ninsurer if, after the consummation thereof, such person would,\n\ndirectly or indirectly, or by conversion or by exercise of any right\n\nto acquire, be in control of the insurer, and no person shall enter\n\ninto an agreement to merge with or otherwise to acquire control of a\n\ndomestic insurer or any person controlling a domestic insurer\n\nunless, at the time the offer, request or invitation is made or the\n\nagreement is entered into, or prior to the acquisition of the\n\nsecurities if no offer or agreement is involved, such person has\n\nfiled with the Commissioner and has sent to the insurer, and such\n\ninsurer has sent to its shareholders, a statement containing the\n\ninformation required by this section and the offer, request,\n\ninvitation, agreement or acquisition has been approved by the\n\nCommissioner in the manner prescribed in this act;\n\n2. For purposes of this section, any controlling person of a\n\ndomestic insurer seeking to divest its controlling interest in the\n\ndomestic insurer, in any manner, shall file with the Commissioner,\n\nwith a copy to the insurer, confidential notice of its proposed\n\ndivestiture at least thirty (30) days prior to the cessation of\n\ncontrol. The Commissioner shall determine those instances in which\n\nthe party or parties seeking to divest or to acquire a controlling\n\ninterest in an insurer shall be required to file for and obtain\n\napproval of the transaction. The information shall remain\n\nconfidential until the conclusion of the transaction unless the\n\nCommissioner, in his or her discretion, determines that confidential\n\ntreatment will interfere with enforcement of this section. If the\n\nstatement referred to in paragraph 1 of this subsection is otherwise\n\nfiled, this paragraph shall not apply;\n\n3. With respect to a transaction subject to this section, the\n\nacquiring person must also file a preacquisition notification with\n\nthe Commissioner, which shall contain the information set forth in\n\nparagraph 1 of subsection C of Section 4 of this act. A failure to\n\nfile the notification may be subject to the penalty specified in\n\nparagraph 3 of subsection E of Section 4 of this act; and\n\n4. For purposes of this section, a \"domestic insurer\" shall\n\ninclude any person controlling a domestic insurer unless the person,\n\nas determined by the Commissioner, is either directly or through its\n\naffiliates primarily engaged in business other than the business of\n\ninsurance. For the purposes of this section, \"person\" shall not\n\ninclude any securities broker holding, in the usual and customary\n\nbroker's function, less than twenty percent (20%) of the voting\n\nsecurities of an insurance company or of any person which controls\n\nan insurance company.\n\nB. The statement to be filed with the Commissioner shall be\n\nmade under oath or affirmation and shall contain the following:\n\n1. The name and address of each person by whom or on whose\n\nbehalf the merger or other acquisition of control referred to in\n\nsubsection A of this section, hereinafter called the \"acquiring\n\nparty\", is to be affected:\n\na. if the person is an individual, his or her principal\n\noccupation and all offices and positions held during\n\nthe past five (5) years, and any conviction of crimes\n\nother than minor traffic violations during the past\n\nten (10) years, and\n\nb. if the person is not an individual, a report of the\n\nnature of its business operations during the past five\nalled the \"acquiring\n\nparty\", is to be affected:\n\na. if the person is an individual, his or her principal\n\noccupation and all offices and positions held during\n\nthe past five (5) years, and any conviction of crimes\n\nother than minor traffic violations during the past\n\nten (10) years, and\n\nb. if the person is not an individual, a report of the\n\nnature of its business operations during the past five\n\n(5) years or for the lesser period as the person and\n\nany predecessors shall have been in existence; an\n\ninformative description of the business intended to be\n\ndone by the person and the person's subsidiaries; and\n\na list of all individuals who are or who have been\n\nselected to become directors or executive officers of\n\nthe person, or who perform or will perform functions\n\nappropriate to such positions. The list shall include\n\nfor each individual the information required by\n\nsubparagraph a of this paragraph;\n\n2. The source, nature and amount of the consideration used or\n\nto be used in effecting the merger or other acquisition of control,\n\na description of any transaction where funds were or are to be\n\nobtained for any such purpose, including any pledge of the insurer's\n\nstock or the stock of any of its subsidiaries or controlling\n\naffiliates, and the identity of persons furnishing consideration;\n\nprovided, however, that where a source of consideration is a loan\n\nmade in the lender's ordinary course of business, the identity of\n\nthe lender shall remain confidential, if the person filing the\n\nstatement so requests;\n\n3. Fully audited financial information as to the earnings and\n\nfinancial condition of each acquiring party for the preceding five\n\n(5) fiscal years of each acquiring party, or for such lesser period\n\nas the acquiring party and any predecessors shall have been in\n\nexistence, and similar unaudited information as of a date not\n\nearlier than ninety (90) days prior to the filing of the statement;\n\n4. Any plans or proposals which each acquiring party may have\n\nto liquidate the insurer, to sell its assets or merge or consolidate\n\nit with any person, or to make any other material change in its\n\nbusiness or corporate structure or management;\n\n5. The number of shares of any security referred to in\n\nsubsection A of this section which each acquiring party proposes to\n\nacquire, and the terms of the offer, request, invitation, agreement\n\nor acquisition referred to in subsection A of this section, and a\n\nstatement as to the method by which the fairness of the proposal was\n\narrived at;\n\n6. The amount of each class of any security referred to in\n\nsubsection A of this section which is beneficially owned or\n\nconcerning which there is a right to acquire beneficial ownership by\n\neach acquiring party;\n\n7. A full description of any contracts, arrangements or\n\nunderstandings with respect to any security referred to in\n\nsubsection A of this section in which any acquiring party is\n\ninvolved, including but not limited to transfer of any of the\n\nsecurities, joint ventures, loan or option arrangements, puts or\n\ncalls, guarantees of loans, guarantees against loss or guarantees of\n\nprofits, division of losses or profits, or the giving or withholding\n\nof proxies. The description shall identify the persons with whom\n\nthe contracts, arrangements or understandings have been entered\n\ninto;\n\n8. A description of the purchase of any security referred to in\n\nsubsection A of this section during the twelve (12) calendar months\n\npreceding the filing of the statement by any acquiring party,\n\nincluding the dates of purchase, names of the purchasers and\n\nconsideration paid or agreed to be paid;\n\n9. A description of any recommendations to purchase any\n\nsecurity referred to in subsection A of this section made during the\n\ntwelve (12) calendar months preceding the filing of the statement by\n\nany acquiring party, or by anyone based upon interviews or at the\n\nsuggestion of the acquiring party;\ncluding the dates of purchase, names of the purchasers and\n\nconsideration paid or agreed to be paid;\n\n9. A description of any recommendations to purchase any\n\nsecurity referred to in subsection A of this section made during the\n\ntwelve (12) calendar months preceding the filing of the statement by\n\nany acquiring party, or by anyone based upon interviews or at the\n\nsuggestion of the acquiring party;\n\n10. Copies of all tender offers for, requests, or invitations\n\nfor tenders of, exchange offers for, and agreements to acquire or\n\nexchange any securities referred to in subsection A of this section,\n\nand, if distributed, additional related soliciting material;\n\n11. The term of any agreement, contract or understanding made\n\nwith or proposed to be made with any broker-dealer as to\n\nsolicitation of securities referred to in subsection A of this\n\nsection for tender, and the amount of any fees, commissions or other\n\ncompensation to be paid to broker-dealers with regard thereto;\n\n12. An agreement by the person required to file the statement\n\nreferred to in subsection A of this section that it will provide the\n\nannual report, specified in subsection L of Section 5 of this act,\n\nfor so long as control exists;\n\n13. An acknowledgement by the person required to file the\n\nstatement referred to in subsection A of this section that the\n\nperson and all subsidiaries within its control in the insurance\n\nholding company system will provide information to the Commissioner\n\nupon request as necessary to evaluate enterprise risk to the\n\ninsurer; and\n\n14. Such additional information as the Commissioner may by rule\n\nor regulation prescribe as necessary or appropriate for the\n\nprotection of policyholders of the insurer or in the public\n\ninterest. If the person required to file the statement referred to\n\nin subsection A of this section is a partnership, limited\n\npartnership, syndicate or other group, the Commissioner may require\n\nthat the information required pursuant to paragraphs 1 through 14 of\n\nthis subsection shall be given with respect to each partner of the\n\npartnership or limited partnership, each member of the syndicate or\n\ngroup, and each person who controls the partner or member. If any\n\npartner, member or person is a corporation or the person required to\n\nfile the statement referred to in subsection A of this section is a\n\ncorporation, the Commissioner may require that the information\n\nrequired pursuant to paragraphs 1 through 14 of this subsection\n\nshall be given with respect to the corporation, each officer and\n\ndirector of the corporation, and each person who is directly or\n\nindirectly the beneficial owner of more than ten percent (10%) of\n\nthe outstanding voting securities of the corporation. If any\n\nmaterial change occurs in the facts set forth in the statement filed\n\nwith the Commissioner and sent to the insurer pursuant to this\n\nsection, an amendment setting forth the change, together with copies\n\nof all documents and other material relevant to the change, shall be\n\nfiled with the Commissioner and sent to the insurer within two (2)\n\nbusiness days after the person learns of the change.\n\nC. If any offer, request, invitation, agreement or acquisition\n\nreferred to in subsection A of this section is proposed to be made\n\nby means of a registration statement under the Securities Act of\n\n1933, or in circumstances requiring the disclosure of similar\n\ninformation under the Securities Exchange Act of 1934 or under a\n\nstate law requiring similar registration or disclosure, the person\n\nrequired to file the statement referred to in subsection A of this\n\nsection may utilize the documents in furnishing the information\n\ncalled for by that statement.\n\nD. 1. The Commissioner shall approve any merger or other\n\nacquisition of control referred to in subsection A of this section\n\nunless, after a public hearing, the Commissioner finds that:\n\nrequired to file the statement referred to in subsection A of this\n\nsection may utilize the documents in furnishing the information\n\ncalled for by that statement.\n\nD. 1. The Commissioner shall approve any merger or other\n\nacquisition of control referred to in subsection A of this section\n\nunless, after a public hearing, the Commissioner finds that:\n\na. after the change of control, the domestic insurer\n\nreferred to in subsection A of this section would not\n\nbe able to satisfy the requirements for the issuance\n\nof a license to write the line or lines of insurance\n\nfor which it is presently licensed,\n\nb. the effect of the merger or other acquisition of\n\ncontrol would be substantially to lessen competition\n\nin insurance in this state or tend to create a\n\nmonopoly. In applying the competitive standard in\n\nthis subparagraph:\n\n(1) the informational requirements of paragraph 1 of\n\nsubsection C of Section 4 of this act and the\n\nstandards of paragraph 2 of subsection D of\n\nSection 4 of this act shall apply,\n\n(2) the merger or other acquisition shall not be\n\ndisapproved if the Commissioner finds that any of\n\nthe situations meeting the criteria provided by\n\nparagraph 3 of subsection D of Section 4 of this\n\nact exist, and\n\n(3) the Commissioner may condition the approval of\n\nthe merger or other acquisition on the removal of\n\nthe basis of disapproval within a specified\n\nperiod of time,\n\nc. the financial condition of any acquiring party is such\n\nas might jeopardize the financial stability of the\n\ninsurer, or prejudice the interest of its\n\npolicyholders,\n\nd. the plans or proposals which the acquiring party has\n\nto liquidate the insurer, sell its assets or\n\nconsolidate or merge it with any person, or to make\n\nany other material change in its business or corporate\n\nstructure or management, are unfair and unreasonable\n\nto policyholders of the insurer and not in the public\n\ninterest,\n\ne. the competence, experience and integrity of those\n\npersons who would control the operation of the insurer\n\nare such that it would not be in the interest of\n\npolicyholders of the insurer and of the public to\n\npermit the merger or other acquisition of control, or\n\nf. the acquisition is likely to be hazardous or\n\nprejudicial to the insurance-buying public.\n\n2. The public hearing referred to in paragraph 1 of this\n\nsubsection shall be held within thirty (30) days after the statement\n\nrequired by subsection A of this section is filed, and at least\n\ntwenty (20) days' notice shall be given by the Commissioner to the\n\nperson filing the statement. Not less than fourteen (14) days'\n\nnotice of the public hearing shall be given by the person filing the\n\nstatement to the insurer and to such other persons as may be\n\ndesignated by the Commissioner. The insurer shall give notice to\n\nits securityholders. The Commissioner shall make a determination\n\nwithin the sixty-day period preceding the effective date of the\n\nproposed transaction. At the hearing, the person filing the\n\nstatement, the insurer, any person to whom notice of hearing was\n\nsent, and any other person whose interest may be affected shall have\n\nthe right to present evidence, examine and cross-examine witnesses,\n\nand offer oral and written arguments and in connection therewith\n\nshall be entitled to conduct discovery proceedings in the same\n\nmanner as is presently allowed by subsection A of Section 317 of\n\nTitle 36 of the Oklahoma Statutes. All discovery proceedings shall\n\nbe concluded not later than three (3) days prior to the commencement\n\nof the public hearing.\n\n3. If the proposed acquisition of control will require the\n\napproval of more than one state's Commissioner, the public hearing\n\nreferred to in paragraph 2 of this subsection may be held on a\n\nconsolidated basis upon request of the person filing the statement\n\nreferred to in subsection A of this section. Such person shall file\nr than three (3) days prior to the commencement\n\nof the public hearing.\n\n3. If the proposed acquisition of control will require the\n\napproval of more than one state's Commissioner, the public hearing\n\nreferred to in paragraph 2 of this subsection may be held on a\n\nconsolidated basis upon request of the person filing the statement\n\nreferred to in subsection A of this section. Such person shall file\n\nthe statement referred to in subsection A of this section with the\n\nNational Association of Insurance Commissioners (NAIC) within five\n\n(5) days of making the request for a public hearing. The\n\nCommissioner may opt out of a consolidated hearing, and shall\n\nprovide notice to the applicant of the opt-out within ten (10) days\n\nof the receipt of the statement referred to in subsection A of this\n\nsection. A hearing conducted on a consolidated basis shall be\n\npublic and shall be held within the United States before the\n\nCommissioners of the states in which the insurers are domiciled.\n\nSuch Commissioners shall hear and receive evidence. A Commissioner\n\nmay attend such hearing, in person or by telecommunication.\n\n4. In connection with a change of control of a domestic\n\ninsurer, any determination by the Commissioner that the person\n\nacquiring control of the insurer shall be required to maintain or\n\nrestore the capital of the insurer to the level required by the laws\n\nand regulations of this state shall be made not later than sixty\n\n(60) days after the date of notification of the change in control\n\nsubmitted pursuant to paragraph 1 of subsection A of Section 3 of\n\nthis act.\n\n5. The Commissioner may retain at the acquiring person's\n\nexpense any attorneys, actuaries, accountants and other experts not\n\notherwise a part of the Commissioner's staff as may be reasonably\n\nnecessary to assist the Commissioner in reviewing the proposed\n\nacquisition of control.\n\nE. The provisions of this section shall not apply to any offer,\n\nrequest, invitation, agreement or acquisition which the Commissioner\n\nby order shall exempt as not having been made or entered into for\n\nthe purpose and not having the effect of changing or influencing the\n\ncontrol of a domestic insurer, or as otherwise not comprehended\n\nwithin the purposes of this section.\n\nF. The following shall be violations of this section:\n\n1. The failure to file any statement, amendment or other\n\nmaterial required to be filed pursuant to subsection A or B of this\n\nsection; or\n\n2. The effectuation or any attempt to effectuate an acquisition\n\nof control of, divestiture of, or merger with, a domestic insurer\n\nunless the Commissioner has given approval.\n\nG. The courts of this state are hereby vested with jurisdiction\n\nover every person not resident, domiciled or authorized to do\n\nbusiness in this state who files a statement with the Commissioner\n\nunder this section, and overall actions involving such person\n\narising out of violations of this section, and each such person\n\nshall be deemed to have performed acts equivalent to and\n\nconstituting an appointment by the person of the Commissioner to be\n\nhis true and lawful attorney upon whom may be served all lawful\n\nprocess in any action, suit or proceeding arising out of violations\n\nof this section. Copies of all lawful process shall be served on\n\nthe Commissioner and transmitted by registered or certified mail by\n\nthe Commissioner to the person at his or her last-known address.","path":["OK Code","Title 36"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os36.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"f787e31f0ec76caba41022f8a6c8eb00c9003d19ac7d85b3b7451ea384e503df","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-36-36-1632","next":"us-ok/okla.-stat.-tit.-36-36-1634"},"notice":"GroundRules: Original legal text. Not legal advice."}