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HomeMy WebLinkAbout20240606Request for Name Change on CPCN.PDF RECEIVED Thursday, June 6, 2024 12.50.34 PM IDAHO PUBLIC UTILITIES COMMISSION Ronald L. Williams, ISB No. 3034 Brandon Helgeson, ISB No. 11615 HAWLEY TROXELL ENNIS &HAWLEY LLP 877 W. Main Street, Suite 200 P.O. Box 1617 Boise, ID 83701-1617 Telephone: 208.344.6000 Facsimile: 208.954.5253 Email: rilliams@hawleytroxell.com bhelgeson@hawleytroxell.com Attorneys For AT&T Corp. and AT&T Enterprises, Inc. BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION IN THE MATTER OF JOINT APPLICATION OF AT&T CORP. AND Case No. ATT-T-24-01 AT&T ENTERPRISES, INC. FOR ISSUANCE OF A NEW CERTIFICATE OF REQUEST FOR NAME CHANGE ON PUBLIC CONVENIENCE AND CERTIFICATE OF PUBLIC NECESSITY TO AT&T ENTERPRISES, CONVENIENCE AND NECESSITY INC. AND CANCELLATION OF EXISTING CERTIFICATE OF PUBLIC CONVENIENCE AND NECESSITY HELD BY AT&T CORP. In compliance with the Idaho Public Utilities Commission's (the "Commission") Order No. 36169 dated May 1, 2024, Applicant AT&T Enterprises, LLC ("AT&T") submits this Request and supporting documents evidencing AT&T's completion of its internal corporate reorganization. As described in the Application, AT&T Corp. merged with and into AT&T Enterprises, Inc. with AT&T Enterprises, Inc. as the surviving entity and that AT&T Enterprises, Inc. subsequently converted to a limited liability company. AT&T completed this merger on May 1, 2024. Effective May 2, 2024, AT&T Enterprises, Inc. converted from a Delaware corporation to a Delaware limited liability company. REQUEST FOR NAME CHANGE ON CERTIFICATE OF PUBLIC CONVENIENCE AND NECESSITY- 1 64330.0001.17280006.1 Thereafter, AT&T updated its qualifications with the Idaho Secretary of State to reflect the conversion to AT&T Enterprises, LLC. AT&T further filed documents with the Secretary of State to withdraw the qualifications of AT&T Corp. (as such entity no longer exists). AT&T provides the following documents in support of this Notification: 1. Delaware Secretary of State Certificate of Merger of AT&T Corp. into AT&T Enterprises, Inc. dated May 1, 2024; 2. Delaware Secretary of State Certificate of Conversion of AT&T Enterprises, Inc. to AT&T Enterprises, LLC dated May 1, 2024 (effective May 2, 2024); 3. Idaho Secretary of State Amendment of Foreign Registration changing the entity name from AT&T Enterprises, Inc. to AT&T Enterprises, LLC dated May 23, 2024; and 4. Idaho Secretary of State Withdrawal of Foreign Registration Statement for AT&T Corp. dated May 21, 2024. CONCLUSION AT&T respectfully requests that the Commission enter a final order updating the name on the CPCN issued to AT&T Enterprises, Inc, to reflect AT&T Enterprises, LLC as the entity to which the Certificate is issued. HAWLEY TROXELL ENNIS &HAWLEY LLP Dated: June 6, 2024. By Ronald L. Williams, ISB No. 3034 Brandon Helgeson, ISB No. 11615 Attorneys For AT&T Corp. and AT&T Enterprises, Inc. REQUEST FOR NAME CHANGE ON CERTIFICATE OF PUBLIC CONVENIENCE AND NECESSITY-2 64330.0001.17280006.1 VERIFICATION I have read the foregoing REQUEST FOR NAME CHANGE ON CERTIFICATE OF PUBLIC CONVENIENCE AND NECESSITY, and the statements contained therein are true and correct, to be best of my knowledge and belief. Dated June 6, 2024 Richard T. Howell Regulatory Manager—AT&T Services, Inc. REQUEST FOR NAME CHANGE ON CERTIFICATE OF PUBLIC CONVENIENCE AND NECESSITY-3 64330.0001.17280006.1 CERTIFICATE OF SERVICE I HEREBY CERTIFY that I caused to be served a true copy of the foregoing REQUEST FOR NAME CHANGE ON CERTIFICATE OF PUBLIC CONVENIENCE AND NECESSITY by the method indicated below, and addressed to each of the following: Commission Staff ❑ U.S. Mail, Postage Prepaid Commission Secretary ❑ Hand Delivered Idaho Public Utilities Commission ❑ Overnight Mail 11331 W. Chinden Blvd., Bldg. 8, Suite 201-A Q E-mail Boise, ID 83714 ❑ Facsimile secretaryApuc.idaho.gov ❑ iCourt Richard T. Howell ❑ U.S. Mail, Postage Prepaid Regulatory Relations Manager ❑ Hand Delivered AT&T Services, Inc. ❑ Overnight Mail 208 S. Akard St. 0 E-mail: Dallas, TX 75202-4206 ❑ Facsimile rh2514@att.com ❑ iCourt Trey LaMair ❑ U.S. Mail,Postage Prepaid Senior Legal Counsel ❑ Hand Delivered AT&T Services, Inc. ❑ Overnight Mail 816 Congress Ave., Suite 1100 0 E-mail: Austin, TX 78701 ❑ Facsimile lamair@att.com ❑ iCourt Dated: June 6, 2024. Ronald L. Williams, ISB No. 3034 Brandon Helgeson, ISB No. 11615 REQUEST FOR NAME CHANGE ON CERTIFICATE OF PUBLIC CONVENIENCE AND NECESSITY-4 64330.0001.17280006.1 LIST OF EXHIBITS EXHIBIT 001 Delaware Secretary of State Certificate of Merger of AT&T Corp. into AT&T Enterprises, Inc. dated May 1, 2024 EXHIBIT 002 Delaware Secretary of State Certificate of Conversion of AT&T Enterprises, Inc. to AT&T Enterprises, LLC dated May 1, 2024 (effective May 2, 2024) EXHIBIT 003 Idaho Secretary of State Amendment of Foreign Registration changing the entity name from AT&T Enterprises, Inc. to AT&T Enterprises, LLC dated May 23, 2024 EXHIBIT 004 Idaho Secretary of State Withdrawal of Foreign Registration Statement for AT&T Corp. dated May 21, 2024 REQUEST FOR NAME CHANGE ON CERTIFICATE OF PUBLIC CONVENIENCE AND NECESSITY-5 64330.0001.17280006.1 EXHIBIT 001 DELAWARE SECRETARY OF STATE CERTIFICATE OF MERGER OF AT&T CORP. INTO AT&T ENTERPRISES, INC. REQUEST FOR NAME CHANGE ON CERTIFICATE OF PUBLIC CONVENIENCE AND NECESSITY-EXHIBIT 001 64330.0001.17280006.1 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF MERGER, WHICH MERGES: "AT&T CORP. ", A NEW YORK CORPORATION, WITH AND INTO "AT&T ENTERPRISES, INC. " UNDER THE NAME OF "AT&T ENTERPRISES, INC. ", A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE ON THE FIRST DAY OF MAY, A.D. 2024, AT 11:11 O'CLOCK A.M. AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE FIRST DAY OF MAY, A.D. 2024 AT 11 :52 O'CLOCK P.M. r S P� S Opio ,i.nr.y w.ewwc�,s«.w..y of Sbe. a 2686670 8100M Authentication: 203371490 SR#20241775961 `�4w Date: 05-01-24 You may verify this certificate online at corp.delaware.gov/authver.shtml State of Delaware Secretary of State Division of Corporations Delivered 11:11 AM 05/01/2024 CERTIFICATE OF MERGER FILED 11:11 AM 05/01/2024 OF, SR 20241775961 - File Number 2686670 AT&T CORP. (a New York corporation) WITH AND INTO AT&T ENTERPRISES,INC. (a Delaware corporation) May 1,2024 Pursuant to the provisions of Section 252 of the General Corporation Law of the State of Delaware and Section 907 of the New York Business Corporation Law, AT&T Enterprises, Inc. submits the following Certificate of Merger for filing and certifies that: 1. The name of the surviving domestic corporation is AT&T Enterprises, Inc., a Delaware corporation(the"Surviving Company"). 2. The name of the corporation being merged into the Surviving Company is AT&T Corp., a New York corporation. 3. An Agreement and Plan of Merger has been approved, adopted, certified, acknowledged and executed by each entity which is to merge. 4. The merger shall be effective at 11:52 p.m.Eastern time on May 1, 2024. 5. The Agreement and Plan of Merger is on file at a place of business of the surviving domestic corporation which is located at 208 S.Akard St., Dallas, TX 75202, 6. A copy of the Agreement and Plan of Merger will be f4mished by the surviving domestic corporation,on request and without cost,to any stockholder of any entity which is to merge. 7. The authorized stock and par value of the non-Delaware corporation is 1,000 Voting Common shares,par value$0.01, and 10 Non-Voting Common shares,par value$0.01. 8. For the avoidance of doubt,the merger does not affect the rights of the Surviving Company and its subsidiaries and predecessors to insurance or indemnities proceeds for occurrences, loss or damage arising during or before the effective dates of the policies of insurance or indemnities(including occurrence or claims made or specialty policies)issued to or for the benefit of the AT&T Corp. or its subsidiaries or predecessors prior to the effective time. To the extent necessary,this Agreement also assigns,transfers and conveys all rights,title and interest of AT&T Corp. to the Surviving Company, including the right to pursue, compromise or settle claims for insurance or indemnities proceeds for occurrences,loss or damage arising during or before the effective dates of any or all of the policies of insurance or indemnities(including occurrence or claims made or specialty policies). [Signature on following page] IN WITNESS WHEREOF,AT&T Enterprises,Inc.has caused this Certificate ofMerger to be executed as of the date first written above. AT&T ENTERPRISES,INC. Name: Paul M. Wilson Title: Assistant Secretary [Signature Page to Certificate of Merger(Delaware)] EXHIBIT 002 DELAWARE SECRETARY OF STATE CERTIFICATE OF CONVERSION OF AT&T ENTERPRISES, INC. TO AT&T ENTERPRISES, LLC REQUEST FOR NAME CHANGE ON CERTIFICATE OF PUBLIC CONVENIENCE AND NECESSITY-EXHIBIT 002 64330.0001.17280006.1 Delaware Page 1 The First State 1, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF CONVERSION OF A DELAWARE CORPORATION UNDER THE NAME OF "AT&T ENTERPRISES, INC. " TO A DELAWARE LIMITED LIABILITY COMPANY, CHANGING ITS NAME FROM "AT&T ENTERPRISES, INC. " TO "AT&T ENTERPRISES, LLC", FILED IN THIS OFFICE ON THE FIRST DAY OF MAY, A.D. 2024, AT 4:54 O'CLOCK P.M. AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF CONVERSION IS THE SECOND DAY OF MAY, A.D. 2024 AT 12:01 O'CLOCK A.M. r S P� S Opio T r.y w.ewwc�,s«.w..y a Sbe. a 2686670 8100V Authentication: 203377467 SR#20241793264 `�4w Date: 05-01-24 You may verify this certificate online at corp.delaware.gov/authver.shtml State of Delaware Secretary of State Division of Corporations Delivered 04:54 Pb105/01/2024 STATE OF DELAWARE FILED 04:54 PM 05/01/2024 CERTIFICATE OF CONVERSION SR 20241793264 - File Number 2686670 OF AT&T ENTERPRISES,INC. a Delaware corporation TO AT&T ENTERPRISES,LLC a Delaware limited liability company May 1, 2024 Pursuant to Section 18-214 of the Delaware Limited Liability Company Act (the "Act'), AT&T Enterprises, Inc., a Delaware corporation (the "Converting"), hereby certifies as follows: FIRST: That the date of filing of the Converting Entity's original certificate of incorporation is November 29,2023,and the Converting Entity was formed under the laws of the State of Delaware. SECOND: That the name of the Converting Entity immediately prior to the effective time of this Certificate of Conversion will be AT&T Enterprises, Inc. THIRD: That the name of the limited liability company as set forth in its Certificate of Formation filed in accordance with Section 18-214(b)of the Act is AT&T Enterprises, LLC. FOURTH: The conversion of AT&T Enterprises, Inc. to AT&T Enterprises, LLC shall be effective on May 2, 2024 at 12:01 a.m. Eastern time. FIFTH: For the avoidance of doubt, the conversion does not affect the rights of AT&T Enterprises, LLC and its subsidiaries and predecessors to insurance or indemnities proceeds for occurrences, loss or damage arising during or before the effective dates of the policies of insurance or indemnities (including occurrence or claims made or specialty policies) issued to or for the benefit of the Converting Entity or its subsidiaries or predecessors prior to the effective time. To the extent necessary, this Agreement also assigns, transfers and conveys all rights, title and interest of the Converting Entity to AT&T Enterprises, LLC, including the right to pursue, compromise or settle claims for insurance or indemnities proceeds for occurrences, loss or damage arising during or before the effective dates of any or all of the policies of insurance or indemnities(including occurrence or claims made or specialty policies). [Signature on following page] IN WITNESS WHEREOF, the undersigned has executed this Certificate of Conversion of AT&T Enterprises,Inc. as of the date first written above. By: Name: Paul M. Wilson Title: Assistant Secretary [Signature Page to Certificate of Conversion] Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF "AT&T ENTERPRISES, LLC" FILED IN THIS OFFICE ON THE FIRST DAY OF MAY, A.D. 2024, AT 4:54 O'CLOCK P.M. AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF FORMATION IS THE SECOND DAY OF MAY, A.D. 2024 AT 12:01 O'CLOCK A.M. �ppY'S ��vP�1 �cc�c I.nny W ew"k.s ma"of sau A 0 a Q 2686670 8100V � Authentication: 203377467 SR# 20241793264 ` Date: 05-01-24 You may verify this certificate online at corp.delaware.gov/authver.shtml State of Delaware SecretaiT of State Division of Corporations Delivered 04:54 PM 05/01/2024 STATE OF DELAWARE FD.ED 04:54 PM 05/01/2024 LIMITED LIABILITY COMPANY SR 20241793264 - File Number 2686670 CERTIFICATE OF FORMATION OF AT&T ENTERPRISES,LLC May 1, 2024 This Certificate of Formation is being executed by the undersigned for the purpose of forming a limited liability company pursuant to §18-201 of the Delaware Limited Liability Company Act. FIRST: The name of the limited liability company is AT&T Enterprises, LLC. SECOND: The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company. THIRD: The formation of AT&T Enterprises, LLC shall be effective on May 2, 2024 at 12:01 a.m. Eastern time. [Signature on following page] IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of AT&T Enterprises, LLC as of the day first written above. By ame: Paul M. Wilson Title: Authorized Person [Signature Page to Certificate of Formation] EXHIBIT 003 IDAHO SECRETARY OF STATE AMENDMENT OF FOREIGN REGISTRATION CHANGING THE ENTITY NAME FROM AT&T ENTERPRISES, INC. TO AT&T ENTERPRISES, LLC REQUEST FOR NAME CHANGE ON CERTIFICATE OF PUBLIC CONVENIENCE AND NECESSITY-EXHIBIT 003 64330.0001.17280006.1 0 [a 0 G,] [n] �tiA=s For Office Use Only AMENDMENT OF FOREIGN REGISTRATION -FILED-TENT LO Q Title 30, Chapter 21, Idaho Code File#:0005752118 Lrl Base Filing fee: $30.00 + $20.00 for manual processing (form must be pate Filed: 5/23/20241:20:00 PM N W N 1. Entity name: AT&T Enterprises,Inc. 0 N 2. The entity name is amended to: AT&T Enterprises,LLC a. If the new name is not available or permissible in Idaho, the name to be used in Idaho is: 0 3. The entity type is amended to: Business Corporation General Partnership N• Nonprofit Corporation General Cooperative Association Limited Liability Partnership Limited Partnership (Including a limited liability limited partnership 0. x Limited Liability Company Statutory Trust, Business Trust, or Common-law Business Trust Other: i J #;:!`i L C€ .:::! �) Ey?{ iFitJ typo'lf;f i',) L�.'��y �1 4. The entity's jurisdiction is amended to: I-I, N• 5. The street and mailing address(es)of its principal office is amended to: O 1­h r Ch if H iL 6. The name, capacity, and mailing address of the governor(s) is amended to: R O rh Secretary of State use only . � Typed Name: Andrew B. Keiser O �h Signature: Capacity: Vice President&Asst.Treasurer sh Rev.12/2018 4 .. W 0 LO 0 Delaware Page 1 The First State 0 0 cn I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY "AT&T ENTERPRISES, LLC" IS DULY FORMED N 0 N UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE SHOW, AS NO 0 OF THE THIRTEENTH DAY OF MAY, A.D. 2024. AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES HAVE BEEN PAID TO DATE. � 0+ 0 1-h �h N• O 1-h rh H O rA I rh dnflrey W,awftck,$�Cccoffy at Swe -0Q Z a ✓ � sr 2686670 8300 C -\ Authentication: 203461095 0 SR#20242076939 Date: 05-13-24 IU You may verify this certificate online at corp.delaware.gov/authver.shtml EXHIBIT 004 IDAHO SECRETARY OF STATE WITHDRAWAL OF FOREIGN REGISTRATION STATEMENT FOR AT&T CORP. REQUEST FOR NAME CHANGE ON CERTIFICATE OF PUBLIC CONVENIENCE AND NECESSITY-EXHIBIT 004 64330.0001.17280006.1 C^��AZSE STATE OF IDAHO QSR�PERp,�OVA y c Phil McGrane I Secretary of State x� Business Office 450 North 4th Street PO Box 83720 Boise, ID 83720 AT&T CORP. May 22, 2024 AT&T CORP.ONE AT&T WAY BEDMINSTER, NJ 07921-0752 Filing Acknowledgment Please review the filing information below and notify our office immediately of any discrepancies. File # : 200602 Filing Name: AT&T CORP. Filing Type: Foreign Business Corporation Status: Inactive-Withdrawn Amendment Type: Withdrawal of Foreign Registration Statement Image # : B0911-5034 Filed Date: 05/21/2024 6:45 PM This will acknowledge the filing of the attached Withdrawal of Foreign Registration Statement with an effective date as indicated above. When corresponding with this office or submitting documents for filing, please refer to the file number given above. Phil McGrane Idaho Secretary of State Processed By: Business Division Field Name Changed From Changed To Filing Status Active-Good Standing Inactive-Withdrawn Inactive Date None 5/21/2024 6:45:19 PM RA Changed C T CORPORATION SYSTEM NO AGENT 1555 W SHORELINE DR BOISE ID AGENT RESIGNED OR INVALID 83702 BOISE ID 83702 Phone: 208-334-2301 Email: business@sos.idaho.gov * Website: sosbiz.idaho.gov W 0 0005744414 �r•T, Eat STATE OF IDAHO For Office use Only CD �¢ Ito °•� Office of the secretary of state, Phil McGrane W y c WITHDRAWAL OF FOREIGN REGISTRATION -FILED- STATEMENT File#:0005744414 CD T ti Idaho Secretary of State CTI ATE o� PO Box 83720 Date Filed: 5/21/2024 6:45:19 PM I j Boise, ID 83720-0080 (208)334-2301 Filing Fee:$20.00 lV CD lV -P Withdrawal of Foreign Registration Statement Select one: Standard, Expedited or Same Day Service(see Expedited (+$40; filing fee$60) .. descriptions below) cn 1.The name of the entity in it's home jurisdiction is: AT&T Corp. 2.The name the entity used in Idaho is: AT&T CORP. (D The file number of this entity on the records of the Idaho 0000200602 (D (D Secretary of State is: N- C 3.The entity's jurisdiction of formation is: (D NEW YORK 4.The address to which service of process may be made to the entity(after the withdrawal)is: 208 S AKARD ST DALLAS,TX 75202-4206 0 5.Agreements F-h I-_ ® The entity is not transacting business in the State of Idaho, and withdraws its registration to do business in this state. 0 (D ® The entity revokes the authority of its registered agent in the State of Idaho to accept service of process on its behalf in O this state. r-h rt ® The entity agrees to notify the Idaho Secretary of State of any changes to the address provided above for service of �3, process. (D H The withdrawal must be signed by an officer or director of a corporation,a member or manager of an LLC,or a partner of an LP. Q Q1 Darrell Guy 0512112024 O Sign Here Date W (D 0 n Signer's Title: Secretary (D rt ri O r� c-t c-t (D Page 1 of 1 Page 1 of 1 OfficeState of Idaho of the Secretary STATEMENT OF WITHDRAWAL OF AT&T CORP. Filing Number: 200602 I, PHIL McGRANE, Secretary of State of the State of Idaho, hereby certify that a Statement of Withdrawal from this State has been received in this office and is found to conform to law. ACCORDINGLY, and by virtue of the authority vested in me by law, I issue this Statement of Withdrawal and attach hereto a duplicate of the Application for such Certificate. Dated: 21 May 2024 SAT SEAL Phil McGrane Secretary of State Processed bv: Business Division