Form A Filings

Form A Statements Filed with the Missouri Department of Commerce & Insurance

Any person seeking to acquire control of a Missouri domestic insurer must file a Form A Statement with and obtain the approval of the Director of the Missouri Department of Commerce and Insurance. See sections 382.040-382.095, RSMo, and 20 CSR 200-11.101. House Bill 50 (2015), effective on August 28, 2015, includes new Form A Statement requirements relating to enterprise risk management (“ERM”) at section 382.050.1(13) and (14), RSMo, and the companion filing of a Form E pre-acquisition notification pursuant to sections 382.040.3 and 382.095, RSMo.

Standards

The Director reviews each Form A Statement to determine:

  1. If, after the change of control the domestic insurer will be able to satisfy the requirements for the issuance of a license to write the line or lines of insurance for which it is presently licensed;
  2. The effect of the acquisition of control on competition in insurance in this state;
  3. If the financial condition of any acquiring person might jeopardize the financial stability of the domestic insurer or prejudice the interest of its policyholders;
  4. The fairness, reasonableness and public interest of any plans or proposals which the acquiring person has for the insurer, its assets, its business or corporate structure, or its management;
  5. The competence, experience and integrity of the persons who will control the operations of the domestic insurer; and
  6. If the acquisition is likely to be hazardous or prejudicial to the insurance buying public.

Under section 382.060, "[t]he director shall approve any merger or other acquisition of control referred to in section 382.040 unless after a public hearing" the director makes certain findings. The director reserves the right to hold a hearing on any given Form A. Under section 382.060.3, the director is required to make a determination within thirty days after the conclusion of any such hearing.

The table below shows the filing and disposition of recent Form A Statements.

Proposed acquisition of Control of Hearing Dates Order Date
Proposed Acquisition of Fletcher Reinsurance Company by Continental Casualty Company, The Continental Corporation, CNA Financial Corporation, and Loews Corporation.
Proposed Acquisition of Cameron National Insurance Company by Mutual Alliance Holdings, Inc.
Proposed acquisition of Corebridge Financial, Inc. common stock from American International Group, Inc. by Nippon Life Insurance Company resulting in Nippon Life Insurance Company having an indirect controlling interest in AGC Life Insurance Company, a Missouri domestic insurer
Proposed Acquisition of Ozark National Life Insurance Company by PGH Merger, Inc., S.USA Life Insurance Company, Inc., Prosperity Holding Company, Prosperity Life Insurance Group, LLC, Prosperity Group Holdings, LP, Bluejacket GP, LLC, and Jonathan D. Pollock
Proposed acquisition of Watford Insurance Company by Arch Insurance Company pursuant to section 375.355, RSMo.
Proposed Acquisition of Provider Partners Health Plan of Missouri and PPHP-MO Holdco, LLC by Rifkin PPHP-MO Holdings, LLC; PPHP HoldCo, LLC; Rifkin PPHP Holdings LLC; Rifkin Managed Care Holdings, LLC; and Scott M. Rifkin, M.D.
Proposed acquisition of Agents National Title Insurance Company by Essent Title Holdings, Inc., Essent US Holdings, Inc., Essent Irish Intermediate Holdings Limited, and Essent Group Ltd.
Proposed Acquisition of Liberty Dental Plan of Missouri, Inc. by Project Freedom Parent, Inc.; Project Freedom Holdings, Inc.; Project Freedom Holdings, LLC; WCAS XIV, L.P.; WCAS XIV Cayman, L.P,; WCAS XIV Co-investors I LLC; WCAS XIV Co-Investors II LLC; WCAS XIV Associates LLC; Freedom SPV, Inc., ATH Holding Company, LLC and Elevance Health, Inc. f/k/a Athem, Inc. Order date is 7/26/22.
Proposed Acquisition of American National Property and Casualty Company and American National General Insurance Company, subsidiaries of American National Group, Inc. by Partners FC Ltd.; Partners FC II Ltd.; Partners BK Ltd.; BAM Re Trustee Ltd.; BAM Re Partners Trust; Brookfield Asset Management Reinsurance Partners Ltd.; BAM Re Holdings Ltd.; BAMR US Holdings (Bermuda) I Ltd,; Brian Kingston; and James "Bruce" Flatt
Proposed Acquisition of Royalty Capital Life Insurance Company by First Trinity Financial Corporation and Gregg E. Zahn.
Proposed Acquisition of SSM Health Insurance Company and SSM Health Plan by Medica Holding Company
Proposed Acquisition of Sunset Life Insurance Company of America by Rainier Management, Ltd.; Cordillera Holdings, LLP; Foraker Holdings, LLC; and Bona Holdings, LLC
Proposed Acquisition of Cornerstone National Insurance Company by CFM Insurance Inc. as AMENDED AUGUST 26, 2021
NHC Advantage by NEA 17 GP, LLC; NEA Partners 17, LP; New Enterprise Associates 17 LP; Senior Housing NewCo, LLC; and Senior Housing Buyer, Inc.
Preferred Physicians Medical Risk Retention Group, a Mutual Insurance Company bt ProAssurance Corporation and PRA Professional Liability Group, Inc.
Agents National Title Insurance Company by Finance of America Companies Inc.
Missouri Medicare Select, LLC by MFO AHP LLC, MFO AHP SUB LLC, AHP Orchards LLC, Orchard Holdings LLC, Orchard Holdings II, LLC, Orchard Holdings III, LLC, Mark T. Mitchell Living Trust Agreement U/A dated July 31, 1998 as amended, Mitchell Family Irrevocable Trust U/A dated December 28, 2012, and Mark Mitchell
National General Assurance Company, National General Insurance Company, National General Insurance Online, Inc., by Allstate Insurance Holding, LLC and The Allstate Corporation as set out in the Form A Statement and clarified in the Applicants' responses to the Departments information requests
Proposed acquisition of Family Benefit Life Insurance Company by Gregg E. Zahn as set out in the Form A Application and clarified in the November 14, 2019, and December 10, 2019, Responses to the Division's November 7, 2019, and November 27, 2019, Comment Letter.
Proposed Acquisition of Missouri Care, Incorporated by Anthem, Inc., an Indiana Corporation and ATH Holding Company, LEC,an Indiana limited liability company, and a direct wholly owned subsidiary of Anthem, Inc.
Proposed Acquisition of Wellcare of Missouri Health Insurance Company, Inc., and Missouri Care, Incorporated, each, an indirect subsidiary of Wellcare Health Plans, Inc. by Centene Corporation
Proposed acquisition of control of: Proposed Acquisition of Ozark National Life Insurance Company by National Western Life Group, Inc.
Proposed Acquisition of Missouri Medicare Select, LLC by American Health Companies, Inc., American Health Holdings, Inc., American Health Advantage of Missouri, LLC., JCT Family Limited Partnership and Lierman Investment Company, LLC
Proposed Acquisition of Maiden Reinsurance North America, Inc. by Enstar Holdings (US) LLC, et al.
Proposed Acquisition of Express Reinsurance Company by Cigna Corporation.