SB 115 - Under the terms of this act, the director of the Department of Insurance is directed to perform all acts necessary to dissolve the Missouri Employers Insurance Company (MEMIC). The dissolution of MEMIC shall occur no later than January 1, 2015. The director is authorized to enter into and consummate an agreement in the name of the state of Missouri for the sale of all of the assets of MEMIC to a qualified purchaser and assumption of all or substantially all of the liabilities of the company by the qualified purchaser.
The act sets forth the conditions for selling MEMIC. For example, the act requires the director to have received before the effective date of the transfer an opinion of a nationally recognized investment banking firm that the consideration for MEMIC's assets is fair from a financial point of view. Similarly, the act requires the director to have received before the effective date of the transfer an opinion of a nationally recognized actuarial firm that the assets of the company transferred to a qualified purchaser are adequate to permit the payment of all liabilities under policies of insurance assumed by the qualified purchaser based upon sound actuarial principles.
The act further authorizes the director to:
(1) Sell, convey, lease, exchange, transfer, or otherwise dispose of the assets and liabilities, including any real or personal property of MEMIC, wherever situated;
(2) Sell, exchange, transfer, or otherwise dispose of bonds and other obligations, shares or other securities, or interests issued by others, whether engaged in similar or different businesses, or governmental or other activities, including banking corporations or trust companies; and
(3) Exercise all powers necessary or convenient to effect or complete the transactions permitted under the act.
MEMIC's purchaser shall be a Missouri corporation organized and authorized to transact workers compensation insurance business in this state. Each debt, claim, and cause of action of MEMIC, and all property rights, privileges, franchises, and other interests of the company, shall become the property of the purchaser. The rights of all policyholders and creditors and the standing of all claims against MEMIC shall be preserved and unimpaired and become the obligation of the purchaser. Each debt, liability, and duty of MEMIC shall become a debt, liability, or duty of the purchaser and may be enforced against the purchaser as if it were incurred or contracted by the purchaser.
On the date of the transfer, the purchaser shall provide for the delivery in this state of workers' compensation insurance and for the transaction of workers' compensation insurance business to the same extent as any other insurance carrier transacting workers' compensation insurance business in this state. The purchaser shall be subject to all of the requirements of the Missouri insurance statutes and regulations applicable to insurers licensed and authorized to write workers' compensation insurance in the state of Missouri.
The consideration received from the sale of MEMIC shall be the property of the state of Missouri. Upon receipt of such consideration, the director shall transmit such consideration to the state treasurer, who shall credit such funds to the general revenue fund.
Upon dissolution, MEMIC shall not transact workers compensation insurance in this state, and all operations of such company shall cease.
This act is similar to SB 660(2012) and SB 866 (2012).