§ 629.225 — Acquisitions

Florida § 629.225

• Jurisdiction: Florida
• Title: XXXVII
• Ch. 629: RECIPROCAL INSURERS

Text

(1) A person may not, individually or in conjunction with an affiliated person of such person, directly or indirectly, conclude a tender offer or exchange offer for, enter into any agreement to exchange securities for, or otherwise finally acquire 10 percent or more of the outstanding voting securities of an attorney in fact that is a stock corporation or of a controlling company of an attorney in fact that is a stock corporation; or conclude an acquisition of, or otherwise finally acquire, 10 percent or more of the ownership interest of an attorney in fact that is not a stock corporation or of a controlling company of an attorney in fact that is not a stock corporation, unless all of the following conditions are met: (a)1. The person or affiliated person has filed with the office and sent to the principal office of the attorney in fact, any controlling company of the attorney in fact, the subscribers’ advisory committee, and the domestic reciprocal insurer a letter of notification regarding the transaction or proposed transaction no later than 5 days after any form of tender offer or exchange offer is proposed, or no later than 5 days after the acquisition of the securities or ownership interest if a tender offer or exchange offer is not involved. The notification must be provided on forms prescribed by the commission containing information determined necessary to understand the transaction and identify all purchasers and owners involved. 2. The subscribers’ advisory committee must provide the notification to the subscribers of the reciprocal insurer within 3 business days. Such notification must be provided on a form prescribed by the commission explaining what the notification is and letting the subscribers know of the filing deadlines for objecting to the acquisition. (b) The person or affiliated person has filed with the office an application, signed under oath and prepared on forms prescribed by the commission, which contains the information specified in subsection (3). The application must be completed and filed within 30 days after any form of tender offer or exchange offer is proposed, or after the acquisition of the securities if a tender offer or exchange offer is not involved. (c) The office has approved the tender offer or exchange offer, or acquisition if a tender offer or exchange offer is not involved.

(2) The person or affiliated person filing the notice required in paragraph (1)(a) may additionally request the office to waive the requirements of paragraph (1)(b), provided that there is no change in the ultimate controlling shareholders and no change in the ownership percentages of the ultimate controlling shareholders, and no unaffiliated parties acquire any direct or indirect interest in the attorney in fact. The office may waive the filing required in paragraph (1)(b) if it determines that in fact there is no change in the ultimate controlling shareholders and no change in the ownership percentages of the ultimate controlling shareholders, and no unaffiliated parties will acquire any direct or indirect interest in the attorney in fact.

(3) The application to be filed with the office and furnished to the attorney in fact must contain all of the following information and any additional information as the office deems necessary to determine the character, experience, ability, and other qualifications of the person or affiliated person of such person for the protection of the reciprocal insurer’s subscribers and of the public: (a) The identity and background information specified in s. 629.227 of: 1. Each person by whom, or on whose behalf, the acquisition is to be made; and 2. Any person who controls, directly or indirectly, such other person, including each director, officer, trustee, partner, owner, manager, or joint venturer, or another person performing duties similar to those of persons in such positions, for the person. (b) The source and amount of the funds or other consideration used, or to be used, in making the acquisition. (c) Any plans or proposals that such persons may have made to liquidate the attorney in fact or controlling company, to sell any of their assets or merge or consolidate them with any person, or to make any other major change in their business or corporate structure or management. (d) The nature and the extent of the controlling interest which the person or affiliated person of such person proposes to acquire, the terms of the proposed acquisition, and the manner in which the controlling interest is to be acquired of an attorney in fact or controlling company which is not a stock corporation. (e) The number of shares or other securities that the person or affiliated person of such person proposes to acquire, the terms of the proposed acquisition, and the manner in which the securities are to be acquired. (f) Information as to any contract, arrangement, or understanding with any party with respect to any of the securities of the attorney in fact or controlling company, including, but not limited to, information relating to the transfer of any of the securities, option arrangements, puts or calls, or the giving or withholding of proxies, which information names the party with whom the contract, arrangement, or understanding has been entered into and gives the details thereof.

(4) The filing must be accompanied by the fee required under s. 624.501(1)(a).

(5) If any material change occurs in the facts provided in the application filed with the office pursuant to this section, or the background information required under s. 629.227, an amendment specifying such changes must be filed immediately with the office, and a copy of the amendment must be sent to the principal office of the attorney in fact and to the principal office of the controlling company.

(6)(a) The acquisition application must be reviewed in accordance with chapter 120. The office may, on its own initiative, or, if requested to do so in writing by a substantially affected person, shall conduct a proceeding to consider the appropriateness of the proposed filing. Time periods for purposes of chapter 120 are tolled during the pendency of the proceeding. Any written request for a proceeding must be filed with the office within 10 days after the date on which notice of the filing is given, or 10 days after the date on which notice of the filing is sent to the subscribers by the subscribers’ advisory committee, whichever is later. During the pendency of the proceeding or review period by the office, any person or affiliated person complying with the filing requirements of this section may proceed and take all steps necessary to conclude the acquisition as long as the acquisition’s becoming final is conditioned upon obtaining office approval. However, at any time that the office finds that an immediate danger to the public health, safety, and welfare of the reciprocal insurer’s subscribers exists, the office shall immediately order, pursuant to s. 120.569(2)(n), the proposed acquisition disapproved and any further steps to conclude the acquisition ceased. (b) During the pendency of the office’s review of any acquisition subject to this section, the acquiring person may not make any material change in the operation of the attorney in fact or controlling company unless the office has specifically approved the change, and the acquiring person may not make any material change in the management of the attorney in fact unless advance written notice of the change in management is furnished to the office. As used in this paragraph, the term “material change in the operation of the attorney in fact” means a transaction that disposes of or obligates 5 percent or more of the capital and surplus of the attorney in fact or of any domestic reciprocal insurer. The term “material change in the management of the attorney in fact” means any change in management involving officers or directors of the attorney in fact or any person of the attorney in fact or controlling company having authority to dispose of or obligate 5 percent or more of the attorney in fact’s capital or surplus. The office must approve a material change in operations if it finds the applicable provisions of subsection (7) have been met. The office may disapprove a material change in management if it finds that the applicable provisions of subsection (7) have not been met, and, in such case, the attorney in fact shall promptly change management as acceptable to the office. (c) If a request for a proceeding is filed, the proceeding must be conducted within 60 days after the date the written request for a proceeding is received by the office. A recommended order must be issued within 20 days after the date of the close of the proceeding. A final order must be issued within 20 days after the date of the recommended order or, if exceptions to the recommended order are filed, within 20 days after the date the exceptions are filed.

(7) The office may disapprove any acquisition subject to this section by any person, or any affiliated person of such person, who: (a) Willfully violates this section; (b) In violation of an order issued by the office pursuant to subsection (12), fails to divest himself or herself of any stock or ownership interest obtained in violation of this section or fails to divest himself or herself of any direct or indirect control of such stock or ownership interest, within 25 days after such order; or (c) In violation of an order issued by the office pursuant to subsection (12), acquires an additional stock or ownership interest in an attorney in fact or controlling company or direct or indirect control of such stock or ownership interest, without complying with this section.

(8) The person filing the application required by this section has the burden of proof. The office must approve any such acquisition if it finds, on the basis of the record made during any proceeding or on the basis of the filed application if no proceeding is conducted, that: (a) The financial condition of the acquiring person will not jeopardize the financial stability of the attorney in fact or prejudice the interests of the reciprocal insurer’s subscribers or the public. (b) Any plan or proposal that the acquiring person has made: 1. To liquidate the attorney in fact, sell its assets, or merge or consolidate it with any person, or to make any other major change in its business or corporate structure or management; or 2. To liquidate any controlling company, sell its assets, or merge or consolidate it with any person, or to make any major change in its business or corporate structure or management which would have an effect upon the attorney in fact, is fair and free of prejudice to the reciprocal insurer’s subscribers or to the public. (c) The competence, experience, and integrity of those persons who will control directly or indirectly the operation of the attorney in fact indicate that the acquisition is in the best interest of the reciprocal insurer’s subscribers and in the public interest. (d) The natural persons for whom background information is required to be furnished pursuant to this section have such backgrounds as to indicate that it is in the best interests of the reciprocal insurer’s subscribers and in the public interest to permit such persons to exercise control over the attorney in fact. (e) The directors and officers, if such attorney in fact or controlling company is a stock corporation, or the trustees, partners, owners, managers, joint venturers, or other persons performing duties similar to those of persons in such positions, if such attorney in fact or controlling company is not a stock corporation, to be employed after the acquisition have sufficient insurance experience and ability to ensure reasonable promise of successful operation. (f) The management of the attorney in fact after the acquisition will be competent and trustworthy and will possess sufficient managerial experience so as to make the proposed operation of the attorney in fact not hazardous to the insurance-buying public. (g) The management of the attorney in fact after the acquisition will not include any person who has directly or indirectly through ownership, control, reinsurance transactions, or other insurance or business relations unlawfully manipulated the assets, accounts, finances, or books of any insurer or otherwise acted in bad faith with respect thereto. (h) The acquisition is not likely to be hazardous or prejudicial to the reciprocal insurer’s subscribers or to the public. (i) The effect of the acquisition would not substantially lessen competition in the line of insurance for which the reciprocal insurer is licensed or certified in this state or would not tend to create a monopoly therein.

(9) A vote by the stockholder of record, or by any other person, of any security acquired in contravention of this section is not valid. Any acquisition contrary to this section is void. Upon the petition of the attorney in fact, the controlling company, or the reciprocal insurer, the circuit court for the county in which the principal office of the attorney in fact is located may, without limiting the generality of its authority, order the issuance or entry of an injunction or other order to enforce this section. There is a private right of action in favor of the attorney in fact or controlling company to enforce this section. A demand upon the office that it perform its functions is not required as a prerequisite to any suit by the attorney in fact or controlling company against another person, and in no case is the office deemed a necessary party to any action by the attorney in fact or controlling company to enforce this section. Any person who makes or proposes an acquisition requiring the filing of an application pursuant to this section, or who files such an application, is deemed thereby to have designated the Chief Financial Officer, or his or her assistant or deputy or another person in charge of his or her office, as such person’s agent for service of process under this section and is deemed thereby to have submitted himself or herself to the administrative jurisdiction of the office and to the jurisdiction of the circuit court.

(10) Any approval by the office under this section does not constitute a recommendation by the office of the tender offer or exchange offer, or the acquisition if a tender offer or exchange offer is not involved. It is unlawful for a person to represent that the office’s approval constitutes a recommendation. A person who violates this subsection commits a felony of the third degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. The statute-of-limitations period for the prosecution of an offense committed under this subsection is 5 years.

(11) A person may rebut a presumption of control by filing a disclaimer of control with the office on a form prescribed by the commission. The disclaimer must fully disclose all material relationships and bases for affiliation between the person and the attorney in fact as well as the basis for disclaiming the affiliation. In lieu of such form, a person or acquiring party may file with the office 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. After a disclaimer has been filed, the attorney in fact is relieved of any duty to register or report under this section which may arise out of the attorney in fact’s relationship with the person unless the office disallows the disclaimer.

(12) If the office determines that any person or any affiliated person of such person has acquired 10 percent or more of the outstanding voting securities of an attorney in fact or controlling company that is a stock corporation, or 10 percent or more of the ownership interest of an attorney in fact or controlling company that is not a stock corporation, without complying with this section, the office may order that the person and any affiliated person of such person cease acquisition of the attorney in fact or controlling company and, if appropriate, divest itself of any stock or ownership interest acquired in violation of this section.

(13)(a) The office shall, if necessary to protect the public interest, suspend or revoke the certificate of authority of the reciprocal insurer whose attorney in fact or controlling company is acquired in violation of this section. (b) If a reciprocal insurer is subject to suspension or revocation pursuant to paragraph (a), any other reciprocal insurer using the same attorney in fact is also subject to suspension or revocation. In such case, the office may offer any affected reciprocal insurer, through its subscriber representatives, the ability to cure any suspension or revocation by procuring another attorney in fact acceptable to the office or by taking any other action agreed to by the office.

(14) This section applies to domestic reciprocal insurers and the attorney in fact of domestic reciprocal insurers. This section does not apply to any acquisition of voting securities or ownership interest of an attorney in fact or of a controlling company by any person who is the owner of a majority of the voting securities or ownership interest with the approval of the office under this section or s. 629.091.

Legislative History

s. 19, ch. 2024-182.