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.
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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.
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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.
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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
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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
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Nonprofit Corporation General Cooperative Association
Limited Liability Partnership Limited Partnership (Including a limited liability limited partnership
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x Limited Liability Company Statutory Trust, Business Trust, or Common-law Business Trust
Other:
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Typed Name: Andrew B. Keiser
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Signature:
Capacity: Vice President&Asst.Treasurer sh
Rev.12/2018
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The First State
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I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY "AT&T ENTERPRISES, LLC" IS DULY FORMED N
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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
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OF THE THIRTEENTH DAY OF MAY, A.D. 2024.
AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES HAVE BEEN
PAID TO DATE. �
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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
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0005744414
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Boise, ID 83720-0080
(208)334-2301
Filing Fee:$20.00 lV
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Withdrawal of Foreign Registration Statement
Select one: Standard, Expedited or Same Day Service(see Expedited (+$40; filing fee$60) ..
descriptions below)
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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
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Secretary of State is: N-
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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
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® The entity is not transacting business in the State of Idaho, and withdraws its registration to do business in this state. 0
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® 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
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® The entity agrees to notify the Idaho Secretary of State of any changes to the address provided above for service of �3,
process. (D
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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