SEC Division of Corporation Finance no-action letter: Noridian Mutual Insurance Company d/b/a Blue Cross Blue Shield of North Dakota

Jill R. Radloff
612.335.7119 DIRECT
jill.radloff@stinson.com
STINSON
LEONARD
STREET
Securities Act of 1933§2(a)(1)
Securities Exchange Act of 1934§12(g)
VIA ELECTRONIC SUBMISSION
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
1 00 F Street, N.E.
Washington, D.C.20549
Re: Noridian Mutual Insurance Company d/b/a Blue Cross Blue Shield of North Dakota Ladies and Gentlemen:
We are counsel to the following affiliated companies in connection with a proposed Reorganization described in detail below:

• Noridian Mutual Insurance Company d/b/a Blue Cross Blue Shield of North
  Dakota,a nonprofit mutual insurance company incorporated under the laws of North Dakota ("the "Company");and
• HealthyDakota Mutual Holdings, a nonprofit mutual holding company to be
  organized under the laws of North Dakota ("Holdings") for the purpose of becoming the sole member of the Companyfollowing the Reorganization. The Reorganization will be effected under the provisions of Subsection 12 of §33.1 of
  Chapter 26.1-17 of the North Dakota Century Code ("Subsection 12"). Subsection 12 permits
  the Company, as a North Dakota mutual insurer, to reorganize by forming Holdings as a nonprofit mutual holding company,which will become the sole member of the Company by operation of law, and transferring the membership interests in the Company to Holdings (the "Reorganization")., A copy of Subsection 12 is attached hereto as Exhibit A.
  I. Request
  We respectfully request confirmation that, based upon the facts and circumstances in this letter, the staff of the Division of Corporation Finance (the "Staff") will not recommend The Company wasformerly organized as a nonprofit health service corporation before converting into a nonprofit mutual insurance company pursuant to §26.1-17-33.1 of the North Dakota Century Code(the "Century Code"). As a result, the Company is restricted from relying on North Dakota's mutual insurance holding company act as provided under §26.1-12.1 of the Century Code as the basis for the Reorganization.See §26.1-12.1-14 of the of the Century Code.This restriction prompted North Dakota's legislative branch to create Subsection 12for the purpose of providing a means to permit a holding company reorganization for an entity, like the Company,that wasformerly organized as a nonprofit health services corporation. 50 SOUTH SIXTH STREET • MINNEAPOLIS, MN 55402.612.335.1500 MAIN S TINSON.COM