Kentucky Statutes 286.4-465 – Approval of change of control — Application — Fees — Determination of whether proposed transaction constitutes change of control
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(1) As used in this section, “change of control” means any of the following:
(a) A transfer of ownership interest that results in giving a person the power to direct the management or policies of a licensee;
(b) For publicly traded licensees, a transfer of at least ten percent (10%) of the outstanding voting stock;
(c) For privately held licensees, a transfer of at least twenty-five percent (25%) of the outstanding voting stock; or
(d) The acquisition of an existing licensed location or locations by a licensee.
(2) (a) Except as provided in paragraph (b) of this subsection, a change of control of a licensee or an existing licensed location shall be approved in writing by the commissioner prior to the change.
(b) For the following changes of control, a licensee shall file an application with the commissioner within fifteen (15) days after learning of the change of control:
1. A change of control that results when a person acquires control of a licensee by devise or descent;
2. A change of control that results when a person acquires authority to act:
a. As a personal representative, custodian, guardian, conservator, or trustee;
b. As an officer appointed by a court of competent jurisdiction; or c. By operation of law;
3. A change of control that results from the public offering of securities;
and
4. A change of control that has been exempted by regulation or order of the commissioner, if the commissioner makes a finding that it is in the public interest to do so.
(3) The licensee shall make an application to the commissioner for approval of a change of control on a form prescribed by the commissioner.
(4) (a) For changes of control resulting in an existing licensee obtaining control of an existing licensed location or locations, the application fee shall be one hundred dollars ($100) per location, except that the total fee for a single application shall not exceed one thousand dollars ($1,000) regardless of the number of locations acquired.
(b) For all other changes of control, the application fee shall be the fees set forth in KRS § 286.4-440.
(5) The commissioner shall approve an application for a change of control if the commissioner determines that the requirements of this subtitle for obtaining a license will be satisfied after the change of control.
(6) (a) Before filing an application for approval of a change of control, a licensee
may submit a written request for a determination from the commissioner as to whether a proposed transaction constitutes a change of control.
(b) If the commissioner determines that a proposed transaction would not constitute a change of control, then the commissioner shall respond in writing to that effect, and the licensee shall not be subject to the requirements of this section.
(c) In the event the commissioner does not make a determination as to whether a proposed transaction would constitute a change of control within sixty (60) days from the date of the request, then no application for a change of control shall be required.
Effective: June 27, 2019
History: Created 2019 Ky. Acts ch. 120, sec. 16, effective June 27, 2019.
(a) A transfer of ownership interest that results in giving a person the power to direct the management or policies of a licensee;
Terms Used In Kentucky Statutes 286.4-465
- Commissioner: means the commissioner of the Department of Financial
Institutions. See Kentucky Statutes 286.1-010 - Control: means the power to direct the management or policies of a licensee or applicant, whether through ownership of securities, by contract, or otherwise. See Kentucky Statutes 286.4-410
- Devise: To gift property by will.
- Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Licensee: means a person licensed under this subtitle. See Kentucky Statutes 286.4-410
- Person: means a natural person, or any type or form of corporation, company, partnership, proprietorship, association, or other legal entity. See Kentucky Statutes 286.1-010
- Trustee: A person or institution holding and administering property in trust.
(b) For publicly traded licensees, a transfer of at least ten percent (10%) of the outstanding voting stock;
(c) For privately held licensees, a transfer of at least twenty-five percent (25%) of the outstanding voting stock; or
(d) The acquisition of an existing licensed location or locations by a licensee.
(2) (a) Except as provided in paragraph (b) of this subsection, a change of control of a licensee or an existing licensed location shall be approved in writing by the commissioner prior to the change.
(b) For the following changes of control, a licensee shall file an application with the commissioner within fifteen (15) days after learning of the change of control:
1. A change of control that results when a person acquires control of a licensee by devise or descent;
2. A change of control that results when a person acquires authority to act:
a. As a personal representative, custodian, guardian, conservator, or trustee;
b. As an officer appointed by a court of competent jurisdiction; or c. By operation of law;
3. A change of control that results from the public offering of securities;
and
4. A change of control that has been exempted by regulation or order of the commissioner, if the commissioner makes a finding that it is in the public interest to do so.
(3) The licensee shall make an application to the commissioner for approval of a change of control on a form prescribed by the commissioner.
(4) (a) For changes of control resulting in an existing licensee obtaining control of an existing licensed location or locations, the application fee shall be one hundred dollars ($100) per location, except that the total fee for a single application shall not exceed one thousand dollars ($1,000) regardless of the number of locations acquired.
(b) For all other changes of control, the application fee shall be the fees set forth in KRS § 286.4-440.
(5) The commissioner shall approve an application for a change of control if the commissioner determines that the requirements of this subtitle for obtaining a license will be satisfied after the change of control.
(6) (a) Before filing an application for approval of a change of control, a licensee
may submit a written request for a determination from the commissioner as to whether a proposed transaction constitutes a change of control.
(b) If the commissioner determines that a proposed transaction would not constitute a change of control, then the commissioner shall respond in writing to that effect, and the licensee shall not be subject to the requirements of this section.
(c) In the event the commissioner does not make a determination as to whether a proposed transaction would constitute a change of control within sixty (60) days from the date of the request, then no application for a change of control shall be required.
Effective: June 27, 2019
History: Created 2019 Ky. Acts ch. 120, sec. 16, effective June 27, 2019.