Or. Admin. R. 410-141-5295 - CCO HOLDING COMPANY REGULATION: Form and Contents of Registration Statement

Current through Register Vol. 60, No. 12, December 1, 2021

(1) Every CCO that is subject to the registration requirements of OAR 410-141-5290 shall file with the Authority a completed Form B. In the alternative, the Authority shall consider and may approve as the registration statement form for this section the form that the NAIC prescribes.

(2) Form B, or if approved by the Authority, the NAIC prescribed registration statement must list, describe, summarize or include, as appropriate:

(a) The capital structure, general financial condition, ownership and management of the CCO and any person that controls the CCO;

(b) The identity and relationship of every member of the CCO holding company system;

(c) The following agreements in force and transactions currently outstanding or that have occurred during the last calendar year between the CCO and the CCO's affiliates:

(A) Loans, other investments, or purchases, sales or exchanges of securities of the affiliates by the CCO or of the CCO by the CCO's affiliates;

(B) Purchases, sales or exchanges of assets;

(C) Transactions not in the ordinary course of business;

(D) Guarantees or undertakings for the benefit of an affiliate that result in an actual contingent exposure of the CCO's assets to liability;

(E) All management agreements, service contracts and all cost-sharing arrangements;

(F) Reinsurance agreements;

(G) Dividends and other distributions to shareholders; and

(H) Consolidated tax allocation agreements;

(I) Any pledge of the CCO's stock, including stock of any subsidiary or controlling affiliate, for a loan made to any member of the CCO holding company system.

(d) Financial statements of or within a CCO holding company system, including financial statements of affiliates, if the Authority requests the financial statements.:

(A) Financial statements that are subject to this paragraph include, but are not limited to, annual audited financial statements that the CCO or the CCO holding company system files with the United States Securities and Exchange Commission under Securities Act of 1933, 15 U.S.C.A. § 77a et seq., or the Securities Exchange Act of 1934, 15 U.S.C.A. § 78a et seq;

(B) A CCO that must file financial statements under this paragraph may satisfy the requirement by providing the Authority with the parent corporation financial statements that have been filed most recently with the United States Securities and Exchange Commission.

(e) Other matters concerning transactions between registered CCOs and any affiliates as may be included from time to time in any registration forms prescribed by the Authority;

(f) Affidavits that state that:

(A) The CCO's Board is responsible for and oversees corporate governance and internal controls; and

(B) The CCO's officers or senior management have approved and implemented, and continue to maintain and monitor, corporate governance and internal control procedures;

(C) Any other information the Authority requires;

(g) Each Form B or the Authority approved NAIC prescribed registration statement filed under this section must have a summary that outlines all items in the current Form B or Authority approved NAIC prescribed registration statement that have changed from the previously filed Form B or registration statement.

Notes

Or. Admin. R. 410-141-5295

DMAP 60-2019, adopt filed 12/18/2019, effective 1/1/2020

Statutory/Other Authority: ORS 413.042, 414.615, 414.625, 414.635 & 414.651

Statutes/Other Implemented: ORS 414.610 - 414.685