58 Pa. Code § 1102a.4 - Terminal operator licensee change of control

(a) For purposes of this section, a change of control of a terminal operator licensee will be deemed to have occurred when a person or group of persons acquires:

(1) More than 20% of a terminal operator licensee's securities, assets or other ownership interests.

(2) More than 20% of the securities or other ownership interests of a corporation or other form of business entity that owns directly or indirectly at least 20% of the voting or other securities or other ownership interests of the terminal operator licensee.

(3) Any other interest in a terminal operator licensee which allows the acquirer to control the terminal operator licensee.

(b) A terminal operator licensee shall notify the Bureau and the Bureau of Licensing in a manner prescribed by the Bureau of Licensing immediately upon becoming aware of any proposed or contemplated change of control of the terminal operator licensee.

(c) Prior to acquiring a controlling interest in a terminal operator licensee, the acquirer shall file a petition in accordance with § 493a.4 (relating to petitions generally) requesting Board approval of the acquisition. The petition must include all of the following:

(1) A copy of all documents governing the acquisition.

(2) Completed applications for the acquiring company, as required under this chapter, principals as required under Chapters 433a and 1104a (relating to principal licenses; and principals) and key employees as required under § 435a.2 (relating to key employee license) and Chapter 1105a (relating to key employees).

(d) A person or group of persons seeking to acquire a controlling interest in a terminal operator licensee shall promptly provide any additional information requested by the Board and Board staff and cooperate with the Bureau in any investigations related to the petition filed under subsection (c).

(e) A person or group of persons may not acquire a controlling interest in a terminal operator licensee until the petition required under subsection (c) has been approved. A person or group of persons seeking to acquire a controlling interest in a terminal operator licensee and the terminal operator may enter into an agreement of sale that is contingent on Board approval of the petition.

(f) The requirements in this section do not apply to the acquisition of a controlling interest in a terminal operator when all of the following conditions are met:

(1) The acquirer is an existing licensed terminal operator licensee.

(2) The existing licensed terminal operator licensee has provided the Bureau and the Bureau of Licensing notification and a copy of all documents governing the acquisition at least 60 days prior to the acquisition.

(3) After reviewing the documentation, the Bureau and the Bureau of Licensing determine that the filing of a petition is not required.

Notes

58 Pa. Code § 1102a.4