Utah Admin. Code R590-68-19 - Exemption From Subsection 31A-5-303(2) of Certain Acquisitions and Dispositions of Securities Pursuant to Merger or Consolidation

(1) The following transactions are exempt from Subsection 31A-5-303(2):

(a) the acquisition of a security of an insurer, pursuant to a merger or consolidation, in exchange for a security of a company that, before merger or consolidation, owned 85% or more of the equity securities of a company involved in the merger or consolidation except, in the case of consolidation, the resulting company;

(b) the disposition of a security, pursuant to a merger or consolidation of an insurer that, before merger or consolidation, owned 85% or more of the equity securities of a company involved in the merger or consolidation except, in the case of consolidation, the resulting company;

(c) the acquisition of a security of an insurer, pursuant to a merger or consolidation, in exchange for a security of a company that, before merger or consolidation, held over 85% of the combined assets of the companies undergoing merger or consolidation, computed according to their book values before the merger or consolidations as determined by reference to their most recent available financial statements for a 12-month period before the merger or consolidation; or

(d) the disposition of a security, pursuant to a merger or consolidation, of an insurer that, before merger or consolidation, held over 85% of the combined assets of the companies undergoing merger or consolidation, computed according to their book values before merger or consolidation, as determined by reference to their most recent available financial statements for a 12-month period before the merger or consolidation.

(2) A merger includes the sale or purchase of substantially all the assets of one insurer by another in exchange for stock that is then distributed to the security holders of the insurer that sold its assets.

(3) If an officer, director, or stockholder makes a purchase, other than a purchase exempted by this section, of a security in any company involved in the merger or consolidation and any sale, other than an exempted sale, of a security in any other company involved in the merger or consolidation within a period of less than six months during which the merger or consolidation took place, the exemption is unavailable to the officer, director, or stockholder.

Notes

Utah Admin. Code R590-68-19

Adopted by Utah State Bulletin Number 2023-12, effective 6/9/2023