§ 9-12-1302 — Definitions

(a) As used in this article:
(i) "Affiliate" means any person who, directly or
indirectly, owns, controls or holds power to vote fifteen
percent (15%) or more of the outstanding voting securities or
other voting ownership interest of a Wyoming small business
investment company or insurance company licensed in this state
and includes any person if fifteen percent (15%) or more of the
outstanding voting securities or other voting ownership interest
of that person are directly or indirectly owned, controlled or
held with power to vote by a Wyoming small business investment
company or insurance company licensed in this state. "Affiliate"
does not include an investment by a participating investor in a
Wyoming small business investment company pursuant to an
allocation of premium tax credits under this article;
(ii) "Allocation date" means the date credits under
W.S. 9-12-1305 are allocated to participating investors in a
Wyoming small business investment company;
(iii) "Council" means the Wyoming business council or
any designated subcommittee of its members;
(iv) "Designated capital" means an amount of money
that:
(A) Is invested by a participating investor in a
Wyoming small business investment company; and
(B) Fully funds the purchase price of a
participating investor's qualified debt instrument issued by a
Wyoming small business investment company.
(v) "Participating investor" means any insurer
licensed in this state with a tax liability under W.S. 26-4-103;
(vi) "Qualified business" means a business which:
(A) Is independently owned and operated;
(B) Is headquartered in Wyoming, its principal
operations are located in Wyoming, at least sixty percent (60%)
of the employees are employed in Wyoming or the business has
committed in writing to move to Wyoming as a condition of the
investment;
(C) Has provided evidence acceptable to the
council of its intent to remain in Wyoming after receipt of the
qualified investment;
(D) Has two hundred fifty (250) employees or
less;
(E) Is not a franchise of and has no financial
relationship with a Wyoming small business investment company or
any affiliate of a Wyoming small business investment company
prior to a Wyoming small business investment company's first
qualified investment in the business; and
(F) Is not predominately engaged in:
(I) Professional services provided by
accountants, doctors or lawyers;
(II) Banking or lending except a bank
holding company as defined in W.S. 13-1-101(a)(iii) which is
authorized to establish a small business investment company;
(III) Insurance;
(IV) Direct gambling activities; or
(V) Making loans to or investments in a
Wyoming small business investment company or an affiliate.
(vii) "Qualified debt instrument" means a debt
instrument issued by a Wyoming small business investment company
which:
(A) Is issued at par value or a premium;
(B) Has an original maturity date of at least
four (4) years from the date of issuance and a repayment
schedule which is not faster than a level principal amortization
over four (4) years; and
(C) Satisfies the rating criteria to qualify as
"NAIC 1" as determined by the securities valuation office of the
national association of insurance commissioners.
(viii) "Qualified distribution" means any
distribution or payment made by a Wyoming small business
investment company in connection with:
(A) The costs and expenses of forming,
syndicating and organizing the Wyoming small business investment
company, including any fee paid for professional services, and
the costs of financing and insuring the obligations of the
Wyoming small business investment company;
(B) An annual management fee not to exceed three
percent (3%) of designated capital on an annual basis to offset
the costs and expenses of managing and operating a Wyoming small
business investment company;
(C) Reasonable and necessary fees in accordance
with industry custom for ongoing professional services,
including, but not limited to, legal and accounting services
related to the operation of a Wyoming small business investment
company;
(D) An increase or projected increase in federal
or state taxes, including penalties and related interest, of the
equity owners of a Wyoming small business investment company
resulting from the earnings or other tax liability of a Wyoming
small business investment company to the extent that the
increase is related to the ownership, management or operation of
a Wyoming small business investment company; and
(E) Payments of principal and interest to
holders of qualified debt instruments issued by a Wyoming small
business investment company.
(ix) "Qualified investment" means the investment of
money by a Wyoming small business investment company in a
qualified business for the purchase of any debt, debt
participation, equity or hybrid security of any nature and
description, including a debt instrument or security which has
the characteristics of debt but provides for conversion into
equity or equity participation instruments such as options or
warrants, but shall not include any purchase of a guaranteed
portion of a federally guaranteed loan;
(x) "State premium tax liability" means a liability
incurred by an insurer under W.S. 26-4-103, or in the case of a
repeal or reduction of the liability imposed by W.S. 26-4-103,
any other tax liability imposed upon a participating investor by
the state;
(xi) "Wyoming small business investment company"
means a partnership, corporation, trust or limited liability
company organized on a for-profit basis which is certified by
the council pursuant to W.S. 9-12-1303.