RegAlert2022-10-21
Added · Updated
SEC Division of Investment Management staff letter: Everlake Life Insurance Company
The Division of Investment Management grants Everlake Life Insurance Company permission to file audited financial statements prepared in accordance with statutory accounting principles in place of generally accepted accounting principles in future Form S-1 registration statements for specific deferred annuity contracts. This relief applies to market value adjusted and deferred index-linked annuity contracts, allowing the substitution of statutory accounting statements for those required by Items 11(e), 11(g), and 16(b) of Form S-1. The authorization is contingent upon the contracts being subject to state insurance regulation, not constituting an equity interest, and not being traded on any exchange or alternative trading system. The company must continue to rely on the exemption from periodic reporting under Rule 12h-7 and notify the staff of any new registration statements or material amendments relying on this permission.
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October 21, 2022
VIA ELECTRONIC MAIL
RESPONSE OF CHIEF ACCOUNTANT'S OFFICE
DIVISION OF INVESTMENT MANAGEMENT
Stephen E. Roth
Eversheds Sutherland (US) LLP
Email: steveroth@eversheds-sutherland.com
Re: Everlake Life Insurance Company
By letter dated October 20, 2022, you request permission under Regulation S-X §3-13 (“Rule 3-13”) for Everlake Life Insurance Company (“ELIC”) to file audited financial statements prepared in accordance with statutory accounting principles1 0F (“SAP”), in place of financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), in registration statements on Form S-1 filed in the future for certain contracts in satisfaction of the financial information required by Form S-1, including the requirements of Items 11(e), 11(g), and 16(b) of Form S-1, as described in your letter. These contracts (collectively, the “Contracts”) are deferred annuity contracts with market value adjustment features and deferred indexed linked annuity contracts. Background ELIC You state that ELIC is a stock life insurance company, domiciled in the State of Illinois, that is subject to regulation by the Illinois Department of Insurance. You also state that ELIC is a direct wholly-owned subsidiary of Everlake US Holdings Company, a holding company incorporated in the state of Delaware, which is, in turn, a direct wholly owned subsidiary of Everlake US Parent Company, a holding company also incorporated in the state of Delaware, which in turn is a direct wholly owned subsidiary of Everlake Holdings, LP, a Cayman Islands limited partnership, whose general partner is Blackstone ISG Investment Partners – A Management Associates (Cayman) – NQ L.P., a Cayman Islands exempted limited partnership (“BISG Management Associates”). You 1 You note that these principles are those that are prescribed or permitted by the Company’s domiciliary state regulator.
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Source: Securities and Exchange Commission — original document · Summary generated with machine assistance and reviewed before publication; the authoritative text is the regulator's original document. How RegAlert works
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