9-12-1302. Definitions.

(a) As used in this article:

(i) "Affiliate" means any person who, directly or indirectly, owns, controls or holds power to vote fifteen percent (15%) or more of the outstanding voting securities or other voting ownership interest of a Wyoming small business investment company or insurance company licensed in this state and includes any person if fifteen percent (15%) or more of the outstanding voting securities or other voting ownership interest of that person are directly or indirectly owned, controlled or held with power to vote by a Wyoming small business investment company or insurance company licensed in this state. "Affiliate" does not include an investment by a participating investor in a Wyoming small business investment company pursuant to an allocation of premium tax credits under this article;

(ii) "Allocation date" means the date credits under W.S. 9-12-1305 are allocated to participating investors in a Wyoming small business investment company;

(iii) "Council" means the Wyoming business council or any designated subcommittee of its members;

(iv) "Designated capital" means an amount of money that:

(A) Is invested by a participating investor in a Wyoming small business investment company; and

(B) Fully funds the purchase price of a participating investor's qualified debt instrument issued by a Wyoming small business investment company.

(v) "Participating investor" means any insurer licensed in this state with a tax liability under W.S. 26-4-103;

(vi) "Qualified business" means a business which:

(A) Is independently owned and operated;

(B) Is headquartered in Wyoming, its principal operations are located in Wyoming, at least sixty percent (60%) of the employees are employed in Wyoming or the business has committed in writing to move to Wyoming as a condition of the investment;

(C) Has provided evidence acceptable to the council of its intent to remain in Wyoming after receipt of the qualified investment;

(D) Has two hundred fifty (250) employees or less;

(E) Is not a franchise of and has no financial relationship with a Wyoming small business investment company or any affiliate of a Wyoming small business investment company prior to a Wyoming small business investment company's first qualified investment in the business; and

(F) Is not predominately engaged in:

(I) Professional services provided by accountants, doctors or lawyers;

(II) Banking or lending except a bank holding company as defined in W.S. 13-1-101(a)(iii) which is authorized to establish a small business investment company;

(III) Insurance;

(IV) Direct gambling activities; or

(V) Making loans to or investments in a Wyoming small business investment company or an affiliate.

(vii) "Qualified debt instrument" means a debt instrument issued by a Wyoming small business investment company which:

(A) Is issued at par value or a premium;

(B) Has an original maturity date of at least four (4) years from the date of issuance and a repayment schedule which is not faster than a level principal amortization over four (4) years; and

(C) Satisfies the rating criteria to qualify as "NAIC 1" as determined by the securities valuation office of the national association of insurance commissioners.

(viii) "Qualified distribution" means any distribution or payment made by a Wyoming small business investment company in connection with:

(A) The costs and expenses of forming, syndicating and organizing the Wyoming small business investment company, including any fee paid for professional services, and the costs of financing and insuring the obligations of the Wyoming small business investment company;

(B) An annual management fee not to exceed three percent (3%) of designated capital on an annual basis to offset the costs and expenses of managing and operating a Wyoming small business investment company;

(C) Reasonable and necessary fees in accordance with industry custom for ongoing professional services, including, but not limited to, legal and accounting services related to the operation of a Wyoming small business investment company;

(D) An increase or projected increase in federal or state taxes, including penalties and related interest, of the equity owners of a Wyoming small business investment company resulting from the earnings or other tax liability of a Wyoming small business investment company to the extent that the increase is related to the ownership, management or operation of a Wyoming small business investment company; and

(E) Payments of principal and interest to holders of qualified debt instruments issued by a Wyoming small business investment company.

(ix) "Qualified investment" means the investment of money by a Wyoming small business investment company in a qualified business for the purchase of any debt, debt participation, equity or hybrid security of any nature and description, including a debt instrument or security which has the characteristics of debt but provides for conversion into equity or equity participation instruments such as options or warrants, but shall not include any purchase of a guaranteed portion of a federally guaranteed loan;

(x) "State premium tax liability" means a liability incurred by an insurer under W.S. 26-4-103, or in the case of a repeal or reduction of the liability imposed by W.S. 26-4-103, any other tax liability imposed upon a participating investor by the state;

(xi) "Wyoming small business investment company" means a partnership, corporation, trust or limited liability company organized on a for-profit basis which is certified by the council pursuant to W.S. 9-12-1303.