Following are guidelines for the filing of a Form A Statement for the Acquisition of Control or Merger with a New Jersey domestic insurer by an applicant(s).

Insurer is defined under N.J.S.A. 17:27A–1e.   

The New Jersey Insurance Holding Company Systems Act, N.J.S.A. 17:27A–1 et seq., and implementing rules, N.J.A.C. 11:1–35 et seq., set forth the standards and requirements for the acquisition of control of a New Jersey domestic insurer and the operations of insurance holding company systems. 

The Form A Statement must comply with N.J.A.C. 11:1–35, Appendix, Exhibit A/Form A (“Form A Statement”) and N.J.S.A. 17:27A–1 et seq. The Form A Statement must be in the format specified in N.J.A.C. 11:1–35, Appendix, Exhibit A/Form A and include all the required information/documents specified in that section.

Furthermore, the Department requires applicants to commit to certain conditions. Applicants may browse past Form A orders for general information concerning the nature of the conditions. Conditions may vary depending on the proposed transaction. Additional conditions may be incorporated as warranted. 

All Form A orders are public and posted on the Department’s website at https://www.nj.gov/dobi/lrorders.htm

When applicable, a pre-acquisition notification must be submitted to the Department. See N.J.S.A. 17:27A–2 and N.J.A.C. 11:1–35.12. The pre-acquisition notification must contain the information set forth in N.J.S.A. 17:27A–4.1., in the form of N.J.A.C. 11:1–35, Appendix/Exhibit E (Form E).  

As noted, in part, under Item 12 of the Form A Statement, Department requires an Applicant(s) to submit the following information: 

1. Applicant(s) audited financial statements of the ultimate controlling person(s) for the preceding five years.
2. Similar to Item 1 above, unaudited information as of a date not earlier than 90 days prior to the filing of the statement.
3. Three-year financial projections of the domestic insurer.
4. If Applicant(s) is an individual, financial statements must consist of: (1) a balance sheet showing the status of the individual’s assets and liabilities and equity (net worth) as of yearend for each of the preceding five years; and (2) a statement of income or statement of revenue and expenses for the same period. The statements shall include the total assets and total liabilities and shall accurately reflect the net income of the individual for each of the preceding five years. Financial statements of individuals shall be confidential and not subject to public inspection or copying pursuant to the Open Public Records Act, 47:1A–1 et seq., shall not be subject to subpoena, and shall not be made public by the Commissioner or any other person without the prior written consent of the individual, except pursuant to an order of a court of competent jurisdiction. The Department shall promptly notify any person affected thereby of the application for such an order.

As noted, in part, under Item 2, of the Form A Statement, Department requires an Applicant to submit the following information: 

1. An Applicant must provide a (complete) chart or listing clearly presenting the identities of the inter-relationships among the applicant and all affiliates of the applicant, regardless of the amount of the affiliate’s total assets. Indicate in such chart or listing the percentage of voting securities of each such person which is owned or controlled by the applicant or by any other such person. If control of any person is maintained other than by the ownership or control of voting securities, indicate the basis of such control. As to each person specified in such chart or listing indicate the type of organization (for example, corporation, trust, partnership) and the state or other jurisdiction of domicile. If court proceedings involving a reorganization or liquidation are pending with respect to any such person, indicate which person, and set forth the title of the court, nature of proceedings and the date when commenced.

Item 3. Concerning the identity and background of individuals associated with the applicant, the following is required:

1. NAIC Biographical Affidavits and Third-Party Verifications. A biographical affidavit in NAIC Form 11 and third-party verification report are required for each Applicant (if an individual) and all persons who are directors, executive officers (or equivalent), or owners of 10% or more of the voting securities of the Applicant (and/or applicant entities acquiring ownership of the domestic insurer). See N.J.A.C. 11:1–35, Appendix/Form A, Item 3.  Please refer to the NAIC website for information about Third-Party Vendors for Background Reports at https://content.naic.org/industry-ucaa-third-party. Modifications to the Biographical Affidavits are not permitted. Biographical affidavits must be completed in their entirety and in accordance with NAIC guidelines. Refer to the NAIC UCAA website for additional guidance - https://content.naic.org/industry/ucaa
2. New Jersey State Police background check ($20 per submission). Each Applicant (if an individual), and/or all persons who are directors, executive officers (or equivalent), or owners of 10% or more of the voting securities of the Applicant (and/or entities acquiring ownership of the domestic insurer) must submit certain information online via the New Jersey State Police web interface. The Department will provide weblink separately. Please note the New Jersey State Police web interface is administered by the New Jersey State Police.

Please note: Biographical affidavits and related background check reports cannot be submitted prior to the filing of the Form A Statement.

The Form A Statement is a public document. Separately, each attachment/exhibit (doc, pdf, email, hard copy, etc.) and subsequent filings, must be clearly marked public or confidential. 

Digital filings:

1. Confidential filing (doc, pdf, email, or other). Provide one comprehensive digital filing (pdf) (confidential filing with relevant/applicable exhibits) clearly marked “Confidential.” If the comprehensive file is too large to forward, you may separate it into multiple segments (as Confidential 1 of #, and so on). Confidential digital filing should include the Form A Statement (marked public), and all (confidential) exhibits (each) clearly marked confidential. Please reference the statute under which applicant requests confidential treatment of the document/file.
   
2. Public filings (doc, pdf, email, or other). Provide one comprehensive digital filing (pdf) (public filing with relevant/applicable exhibits) clearly marked “Public.” If certain exhibits or attachments require redaction, the applicant may redact the text in question and reference the statute under which the redaction is made. Public digital filing should include the Form A Statement (public) and all public and/or redacted exhibits (each) clearly marked public. 
   

Filing fee and hearing fee: See N.J.A.C. 11:1–32.4. The filing fee for each Form A Statement is $2,500. Additionally, upon (notification) scheduling of a hearing, submit hearing fee of $2,500. Each check must be made payable to the New Jersey State Treasurer.   

Submit digital Form A filings to NJFormAfilings@dobi.nj.gov

Submit all inquiries pertaining to the filing of a Form A Statement to NJFormAfilings@dobi.nj.gov

Hard Copies
The Department will request hard copies of the Form A Statement and related filings (with original signatures) including, but not limited to, biographical affidavits. Instructions will be provided once digital filing is received and reviewed.      

Submit payment to the address below.

US Mail
New Jersey Department of Banking and Insurance
Office of Solvency Regulation
Attn: David Wolf, Acting Assistant Commissioner
P.O. Box 325
Trenton, NJ 08625–0325
 
Overnight Mail
New Jersey Department of Banking and Insurance
Office of Solvency Regulation
Attn: David Wolf, Acting Assistant Commissioner
20 West State Street, 8th Floor
Trenton, NJ 08608–1206