Section 0180-18-.03 - PROCEDURE FOR APPROVAL OF MERGERS, ACQUISITIONS, OR SALE OF ASSETS OF BIDCOS(1) Scope. This rule establishes procedures for the form and content of requests under Section 14 of the Act for approval of mergers, acquisitions, or sale of assets of a BIDCO.(2) A request pursuant to Section 14 of the Act shall be in writing, signed by the president or authorized representative of applicant, and shall include the following: (a) A non-refundable investigation fee;(b) Name of applicant. Pursuant to Section 14 of the Act, the approval for merger, acquisition, or sale of assets of a BIDCO with another corporation shall not be granted unless the licensee is the surviving corporation; or, if the licensee is the disappearing corporation, the surviving corporation is also a licensee;(c) Name of surviving corporation;(d) Name of disappearing corporation;(e) Board resolution authorizing applicant to make application on behalf of the corporation;(f) An explanation regarding the purpose(s) or reason(s) for the merger, acquisition, and sale of assets of a BIDCO;(g) The specific terms of the merger, acquisition, or sale of assets of a BIDCO, including, but not necessarily limited to, management changes, stock or other asset sales and the respective prices, location/relocation, continuation of servicing of disappearing corporation (if BIDCO), clients, etc.;(h) If the business plan is to be modified by the merger/sale of assets/acquisition, a detailed amended business plan shall be submitted. This plan shall set forth the services to be provided by the proposed BIDCO to business firms located within or outside the state of Tennessee;(i) Financial statements for all new officers and directors;(j) Resumes for all new officers and directors, including information concerning the experience of the management of the proposed BIDCO and how such experience relates to the execution of the business plan referred to in subparagraph (h) of this paragraph;(k) Any amendments to the geographical business markets the BIDCO intends to service;(l) Amendments to the detailed summary of how the management of the proposed BIDCO intends to implement a reasonable and prudent policy for conserving and investing the capital of the BIDCO;(m) Amendments to types of business firms to be assisted by the BIDCO;(n) Three (3) years of detailed financial projections or until such time as profitability is obtained;(o) Evidence that the BIDCO has, or will have, a net worth of not less than $1,000,000 or such greater amount as the commissioner may require, at the time it is licensed to transact business as a BIDCO;(p) Any market studies which have been conducted by or on behalf of the applicant or as requested by the commissioner, if not previously submitted;(q) If amended, new names, resumes, reference sources, and compensation schedules for any person(s) employed in an advisory capacity for the BIDCO, and a description of their purpose(s) and involvement(s) in the affairs of the BIDCO;(r) Current financial statements for both the surviving and disappearing corporations (within the last quarter);(s) Such other information the applicant may provide to support the request; and(t) Such other information the commissioner may require or deem appropriate to the request.(3) Where the information required above is unchanged from application for formation on file with the commissioner, such information may be referenced.(4) If, on the basis of the information submitted, the commissioner concludes that the request for a merger, acquisition, or sale of assets should be approved, the commissioner shall issue a written approval.(5) If, on the basis of the information submitted, the commissioner concludes that the request for a merger, acquisition, or sale of assets should be disapproved, the commissioner shall provide the applicant with a written statement explaining the basis for the denial.Tenn. Comp. R. & Regs. 0180-18-.03
Original rule filed December 27, 1989; effective March 28, 1990.Authority: Public Chapter 124, Acts of 1989, §§6 and 14.