Okla. Stat. tit. 36, § 36-1686

Plan.

A. Application to the Commissioner for Approval of Insurance

Business Transfer Plan.

1. An Insurance Business Transfer Plan must be filed by the

applicant with the Insurance Commissioner for his or her review and

approval. The Plan must contain the information set forth below or

an explanation as to why the information is not included. The Plan

may be supplemented or revised with additional, updated, or other

information as it becomes available or when deemed necessary by the

Commissioner:

a. the name, address and telephone number of the

transferring insurer and the assuming insurer and

their respective direct and indirect controlling

persons, if any,

b. summary of the Insurance Business Transfer Plan,

c. identification and description of the subject

business,

d. most recent audited financial statements and statutory

annual and quarterly reports of the transferring

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insurer and assuming insurer filed with their

domiciliary regulator,

e. the most recent actuarial report and opinion that

quantify the liabilities associated with the subject

business,

f. pro-forma financial statements showing the projected

statutory balance sheet, results of operations and

cash flows of the assuming insurer for the three (3)

years following the proposed transfer and novation,

g. officers' certificates of the transferring insurer and

the assuming insurer attesting that each has obtained

all required internal approvals and authorizations

regarding the Insurance Business Transfer Plan and

completed all necessary and appropriate actions

relating thereto,

h. proposal for Plan implementation and administration,

i. form of notice to be provided under the Insurance

Business Transfer Plan to any policyholder whose

policy is part of the subject business including full

description as to how such notice shall be provided,

j. description of any reinsurance arrangements that will

pass to the assuming insurer under the Insurance

Business Transfer Plan,

k. description of any guarantees or additional

reinsurance that will cover the subject business

following the transfer and novation,

l. a statement describing the assuming insurer's proposed

investment policies and any contemplated third-party

claims management and administration arrangements,

m. evidence of approval or nonobjection of the transfer

from the chief insurance regulator of the state of the

transferring insurer's domicile, and

n. an opinion report from an independent expert, which

shall provide the following:

(1) a statement of the independent expert's

professional qualifications and descriptions of

the experience that qualifies him or her as an

expert suitable for the engagement,

(2) whether the independent expert has, or has had,

direct or indirect interest in the transferring

or assuming insurer or any of their respective

affiliates,

(3) the scope of the report,

(4) a summary of the terms of the Insurance Business

Transfer Plan to the extent relevant to the

report,

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(5) a listing and summaries of documents, reports and

other material information the independent expert

has considered in preparing the report and

whether any information requested was not

provided,

(6) the extent to which the independent expert has

relied on information provided by and the

judgment of others,

(7) the people upon whom the independent expert has

relied and why, in his or her opinion, such

reliance is reasonable,

(8) the independent expert's opinion of the likely

effects of the Insurance Business Transfer Plan

on policyholders, reinsurers, and claimants,

distinguishing between:

(a) transferring policyholders, reinsurers, and

claimants,

(b) policyholders, reinsurers, and claimants of

the transferring insurer whose policies will

not be transferred, and
s or her opinion, such

reliance is reasonable,

(8) the independent expert's opinion of the likely

effects of the Insurance Business Transfer Plan

on policyholders, reinsurers, and claimants,

distinguishing between:

(a) transferring policyholders, reinsurers, and

claimants,

(b) policyholders, reinsurers, and claimants of

the transferring insurer whose policies will

not be transferred, and

(c) policyholders, reinsurers, and claimants of

the assuming insurer,

(9) for each opinion that the independent expert

expresses in the report the facts and

circumstances supporting the opinion, and

(10) consideration as to whether the security position

of policyholders that are affected by the

Insurance Business Transfer are materially

adversely affected by the transfer.

2. The independent expert's opinion report as required by

subparagraph n of paragraph 1 of this subsection shall include, but

not be limited to, a review of the following:

a. analysis of the transferring insurer's actuarial

review of reserves for the subject business to

determine the reserve adequacy,

b. analysis of the financial condition of the

transferring insurer and assuming insurer and the

effect the Insurance Business Transfer will have on

the financial condition of each insurance company,

c. review of the plans or proposals the assuming insurer

has with respect to the administration of the policies

subject to the plan,

d. whether the proposed transfer has a material adverse

effect on the policyholders, reinsurers, and claimants

of the transferring and the assuming insurers,

e. analysis of the assuming insurer's corporate

governance structure to ensure proper board and

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management oversight and expertise to manage the

subject business, and

f. any other information the Commissioner requests in

order to review the Insurance Business Transfer.

3. The Commissioner shall have sixty (60) business days from

the date of receipt of a complete Insurance Business Transfer Plan

to review the Plan to determine if the applicant is authorized to

submit it to the court. The Commissioner may extend the sixty-day

review period for an additional thirty (30) business days.

4. The Commissioner shall authorize the submission of the Plan

to the court unless he or she finds that the Insurance Business

Transfer will cause a material adverse effect on the interests of

policyholders, reinsurers, or claimants that are part of the subject

business.

5. If the Commissioner determines that the Insurance Business

Transfer will cause a material adverse effect on the interests of

policyholders, reinsurers, or claimants that are part of the subject

business, the Commissioner shall notify the applicant and specify

any modifications, supplements or amendments and any additional

information or documentation with respect to the Plan that must be

provided to the Commissioner before he or she will allow the

applicant to proceed with the court filing.

6. The applicant shall have thirty (30) days from the date the

Commissioner notifies him or her, pursuant to paragraph 5 of this

subsection, to file an amended Insurance Business Transfer Plan

providing the modifications, supplements or amendments and

additional information or documentation as requested by the

Commissioner. If necessary the applicant may request in writing an

extension of time of thirty (30) days. If the applicant does not

make an amended filing within the time period provided for in this

paragraph including any extension of time granted by the

Commissioner, the Insurance Business Transfer Plan filing will

terminate and a subsequent filing by the applicant will be

considered a new filing which shall require compliance with all

provisions of this act as if the prior filing had never been made.

7. The Commissioner's review period in paragraph 3 of this

subsection shall recommence when the modification, supplement,
time granted by the

Commissioner, the Insurance Business Transfer Plan filing will

terminate and a subsequent filing by the applicant will be

considered a new filing which shall require compliance with all

provisions of this act as if the prior filing had never been made.

7. The Commissioner's review period in paragraph 3 of this

subsection shall recommence when the modification, supplement,

amendment or additional information requested in paragraph 5 of this

subsection is received.

8. If the Commissioner determines that the applicant may

proceed with filing a petition with the court seeking approval and

implementation of the Plan, the Commissioner shall confirm that fact

in writing to the applicant.

B. Petition to the court for approval and implementation of the

Insurance Business Transfer Plan.

1. Within thirty (30) days after the filing and transmission of

the Commissioner's order determining the Plan satisfies the

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requirements of this act, the assuming insurer, transferring

insurer, or reinsurer may file a petition with the court seeking an

order of approval and implementation of the Insurance Business

Transfer Plan. Upon written request by the applicant to the

Commissioner, the period for filing a petition under this subsection

with the court may be extended for an additional thirty (30) days.

2. The petition shall include:

a. relief sought,

b. information, arguments, and authorities supporting the

requested relief including information and analysis

which will support the court's finding that the plan

will not result in a material adverse effect to

policyholders, reinsurers, or claimants,

c. the Insurance Business Transfer Plan,

d. preliminary list of witnesses and exhibits which the

petitioner reasonably intends to present to the court,

and

e. request for the court to enter judgment in favor of

the petitioner, which shall include finding of fact,

conclusion of law, order of approval and

implementation of the Plan, and retention of

jurisdiction to allow the parties to request such

orders regarding incidental, consequential, and

supplementary matters necessary to assure the full and

effective implementation of the Plan.

3. The Commissioner shall be a party to the proceedings before

the court concerning the petition and shall be served with copies of

all filings pursuant to subsection D of Section 2005 of Title 12 of

the Oklahoma Statutes and the Rules for District Courts of Oklahoma.

4. The Commissioner's position in the proceeding shall not be

limited by his or her initial review of the Plan.

5. Within thirty (30) days after the filing of the petition,

the petitioner shall file a request for the court to enter a

preliminary scheduling order, which shall include a date and time

for a status conference. The status conference shall occur no less

than fourteen (14) days after the conclusion of the sixty (60) day

comment period required in paragraph 8 of this subsection.

6. Within forty-five (45) days after the court enters the

preliminary scheduling order, the petitioner shall cause the

transmission and publication of a notice of the matter before the

court in accordance with the notice provisions of Section 1685 of

this title.

7. The notice shall include:

a. the date and time of the status conference required in

paragraph 5 of this subsection,

b. the name, address and telephone number of the assuming

insurer, transferring insurer, and Commissioner for

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policyholders to contact to obtain further

information,

c. procedures and deadlines for policyholders, claimants,

and third parties to submit comments, objections, and

requests to be heard at trial regarding the Plan,

d. procedure for policyholders to request the petitioner

provide one (1) hard copy, free of charge, to

policyholders unable to access or acquire an

electronic copy of the Plan and associated
contact to obtain further

information,

c. procedures and deadlines for policyholders, claimants,

and third parties to submit comments, objections, and

requests to be heard at trial regarding the Plan,

d. procedure for policyholders to request the petitioner

provide one (1) hard copy, free of charge, to

policyholders unable to access or acquire an

electronic copy of the Plan and associated

information, if any,

e. a summary of the order entered by the Commissioner

pursuant to paragraph 8 of subsection A of this

section including the effect the plan will have on the

policy holders, if any,

f. name and location of the court in which the petition

is filed,

g. case number, parties, and other identifying

information of the matter in the petition,

h. relief sought in the petition,

i. procedure to access an electronic copy of the Plan and

associated information, if any,

j. further notice of filings, schedules, orders, and

other information will only be provided pursuant to

paragraph 10 of this subsection, and

k. if the Plan is approved by the court, the court shall

enter judgment consistent with paragraph 3 of

subsection C of this section.

8. The last date of transmission and publication of the notice

shall be followed by a comment period no less than sixty (60) days.

9. Any person including by their legal representative, who

provides written notice within the sixty (60) day comment period

identified in paragraph 8 of this subsection, and states the person

considers himself, herself or itself to be materially adversely

affected by the approval and implementation of the Plan may present

evidence or comments to the court at trial. However, such comment

or evidence shall not confer standing as a party on any person. Any

person participating in any pretrial proceeding or the trial of

petitioner's request for approval and implementation of the Plan

must follow the process established by the court and shall bear his

or her own costs and attorney fees.

10. Only parties to this matter and those persons and other

third parties who file a request to provide comments, objections, or

requests to be heard pursuant to paragraph 8 of this subsection

shall receive further notice and copies of filings with the court,

pursuant to subsection D of Section 2005 of Title 12 of the Oklahoma

Statutes and the Rules for District Courts of Oklahoma; provided,

however, all persons and other third parties shall receive notice

Oklahoma Statutes - Title 36. Insurance Page 509

pursuant to subparagraph d of paragraph 3 of subsection C of this

section.

11. Within forty-five (45) days of the status conference

required pursuant to paragraph 5 of this subsection, the petitioner

shall file a motion for a scheduling order and to enter this matter

on the court's trial docket.

C. Approval by the court of the Insurance Business Transfer

Plan.

1. Pursuant to a scheduling order set forth in paragraph 11 of

subsection B of this section, and other orders by the court, the

petitioner shall present the Insurance Business Transfer Plan,

evidence, and arguments to the court for approval and implementation

of the Plan.

2. At any time before the court issues judgment, the petitioner

may withdraw the petition without prejudice to refiling.

3. If the court finds that the approval and implementation of

the Insurance Business Transfer Plan will not materially adversely

affect the interests of policyholders or claimants of policies which

are part of the subject business, the court shall enter judgment in

favor of the petitioner. The judgment and order shall include:

a. findings of fact,

b. conclusion of law,

c. approval and implementation of the Plan including:
pproval and implementation of

the Insurance Business Transfer Plan will not materially adversely

affect the interests of policyholders or claimants of policies which

are part of the subject business, the court shall enter judgment in

favor of the petitioner. The judgment and order shall include:

a. findings of fact,

b. conclusion of law,

c. approval and implementation of the Plan including:

(1) simultaneous transfer and novation from the

transferring insurer to the assuming insurer of

the subject business with respect to all

policyholders, reinsurers, claimants and their

respective policies, and reinsurance agreements

under the subject business,

(2) simultaneous transfer and novation from the

transferring insurer and the assuming insurer of

all property, rights, obligations, and

liabilities including, but not limited to, the

ceded reinsurance of transferred policies and

contracts included in the subject business,

notwithstanding any nonassignment provisions in

any such reinsurance contracts or other

agreements,

(3) assuming insurer shall have all of transferring

insurer's rights, obligations, and liabilities

regarding the subject business as if it were the

original insurer of such policies including the

same standing as the transferring insurer

pursuant to contract, statute, and

interpretation, relating back to the issuance of

such policies, and

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(4) policyholders' and claimants' rights obligations

and liabilities, if any, under their respective

policies which are part of the subject business

shall not be enlarged, extended, limited, or

reduced; provided, however, the policyholders and

claimants may not pursue or be pursued by the

transferring insurer to satisfy their respective

rights, obligations, and liabilities, but instead

the policyholders and claimants may pursue or be

pursued by the assuming insurer,

d. petitioner to provide notice of the judgment including

the resulting transfer and novation in accordance with

the notice provisions in Section 1685 of this title,

e. make such other orders and provisions with respect to

incidental, consequential and supplementary matters as

are necessary to assure the full and effective

implementation of the Insurance Business Transfer

Plan, and

f. retain jurisdiction of the matter to allow the parties

to request such additional orders regarding

incidental, consequential, and supplemental matters

necessary to assure the full and effective

implementation of the Plan.

4. If the court finds that the Insurance Business Transfer Plan

should not be approved, the court by its order may:

a. deny the petition, or

b. provide the petitioner leave to file an amended

petition including an amended Insurance Business

Transfer Plan and petition.

5. Nothing in this section in any way affects the right of

appeal of any party.

D. An unexpired and in-force policy issued to a policyholder

who resides in a state other than Oklahoma shall not be transferred

and novated unless or until the assuming insurer is licensed,

authorized, permitted, or otherwise legally allowed to administer

the subject business in the same manner as the transferring insurer

in the state of the policyholder's residence.

E. The court may approve the requested transfer and novation of

the subject business, with effectiveness of all or part of the

implementation deferred until the assuming insurer can satisfy the

requirements pursuant to subsection D of this section.

F. Rules.

The Commissioner shall have the authority to promulgate rules to

effectuate the provisions of the Insurance Business Transfer Act.

G. All testimony, documents, exhibits, analysis,

communications, or other information or evidence submitted to the

Commissioner or independent expert in contemplation of an

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application, submitted to the court in support of a petition, or
have the authority to promulgate rules to

effectuate the provisions of the Insurance Business Transfer Act.

G. All testimony, documents, exhibits, analysis,

communications, or other information or evidence submitted to the

Commissioner or independent expert in contemplation of an

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application, submitted to the court in support of a petition, or

developed by the Commissioner or independent expert in connection

with such application, or petition for approval and implementation

of an Insurance Business Transfer Plan, shall be treated for

purposes of confidentiality as an examination of the financial

condition and/or market conduct of the transacting companies under

Sections 309.1 through 309.7 of this title.