Letter Regarding Name Change 12-9-14.pdf

Morgan Lewis &Bockius LLP Morgan Tewis
Washington,District of Columbia 200061806 (0 U S 0 R I I \Tel.[phone]
Fax:202.373,6001
www.morganlewis.com
Catherine Wang
Brett P.Ferenchak
catherine.wangmorganIewis.com
brett.ferenchakmorganlewis.com
December 8,2014
VIA E-FILE AND OVERNIGHT DELIVERY
Jean Jewel!,Secretary
Idaho Public Utilities Commission
472 West Washington Street
Boise,ID 83702
se r,ci g
Re:Crown Castle NG West LLC
Notice of Conversion and Resulting Name Change
Dean Ms.Jewell:
Crown Castle NG West LLC (formerly known as Crown Castle NG West Inc.and NextG
Networks of California Inc.d/b/a NextG Networks West)(the “Company”)hereby notifies the
Commission that the Company’s current name is “Crown Castle NG West LLC”as a result of
(1)a name change from “NextG Networks of California Inc.d/b/a NextG Networks West”to
“Crown Castle NG West Inc.”and (2)its subsequent conversion from a Delaware corporation to
a Delaware limited liability company.The conversion of the Company to a limited liability
company was merely a change in its corporate form accomplished through the filing of
Certificate of Conversion in Delaware and did not entail any merger or other transactions that
extinguished the existence of the Company.The Company requests that the Commission update
its records,including the Company’s Registration,1 to reflect its current name,“Crown Castle
NG West LLC”.
The Company’s conversion documents and authority to transact business in Idaho are provided
as Attachment 1 hereto.Also included as Attachment 2 is an updated Registration Form.The
Company will separately file a replacement tariff reflecting these changes upon request.
The Company is registered as a provider of RF transport and backhaul services effective as of January 12,
2004.
Almaty Astana Beijing Boston Brussels chicago Dallas Dubai Frankfurt Harrisburg Hartford Houston London Los Angeles Miami Moscow
New York Orange County Paris Philadelphia Pittsburgh Princeton San Francisco Santa Monica Silcon Valley Tokyo Washington Wilmington
Morgan Lewis
JeanJewell,Secretary CO\,IIOR AT I
December 8,2014
Page 2
An original and seven (7)copy of this letter are included for filing.Please date stamp and return
the extra copy in the envelope provided.Please do not hesitate to contact Brett Ferenchak at
202-373-6697 if you have any questions.
Respectfully submitted,
istL
Catherine Wang
Brett P.Ferenchak
Counsel for the Company
ATTACHMENT 1
Conversion Documents and Authority to Transact Business
fDe(aware
¶The First State
PAGE 1
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 CONVERSION OF A DELAWARE
CORPORATION UNDER THE NAME OF “CROWN CASTLE NG WEST INC “TO A
DELAWARE LIMITED LIABILITY COMPANY,CHANGING ITS NAME FROM
“CROWN CASTLE NG WEST INC.”TO “CROWN CASTLE NG WEST LLC”,FILED
IN THIS OFFICE ON THE TWENTY-FOURTH DAY OF DECEMBER,A.D.2013,
AT 1:43 O’CLOCK PM.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF
THE AFORESAID CERTIFICATE OF CONVERSION IS THE THIRTY-FIRST DAY
OF DECEMBER,A.D.2013,AT 11:59 O’CLOCK PM.
3560238 8100V
131473426
You may verify this certificate onlineatcorp.delaware.gov/authver.shtml
cfl 5c;zUr
Jeffrey W.Bullock,Secretary of State
AUTHEN7TC TION:1021640
DATE:12-30-13
State of Delaware
Secretary of State
Division of Corporations
Delivered 01:43 PM 12/24/2013
FILED 01:43 PM 12/24/2013
SRV 131473426 -3560238 FILE
Certificate of Conversion
of
Crown Castle NO West Inc.
to
Crown Castle NO West LLC
Pursuant to Section 18-214 of the Limited Liability Company Act
Crown Castle NO West Inc.,a Delaware corporation (“Company”),does hereby certifythat:
1.Name of Corporation to be Converted.The name of the Company immediatelypriortoconversionisCrownCastleNGWestInc.,and the name under whkh the Company wasoriginallyformedwasNextONetworksofCalifornia,Inc.
2.Original Date and Jurisdiction of Incorporation.The original certificate ofincorporationoftheCompanywasfiledonAugust19,2002 with the Secretary of State of theStateofDelaware.
3.Name of Limited Liability Company.The name of the limited liability company
into which the Company will be converted is Crown Castle NG West LLC.
4.Approval of Conversion.This conversion has been approved by the board ofdirectorsandsolestoetholderoCtheCompany.
5.Effective Time.The conversion of the Company to a limited liability company shallbeeffectiveat11:59p.m.on December 31,2013.
IN WITNESS WHEREOF,the undersigned has executed this Certificate of Conversion
as of December j,2013.
Crown Castle NG West Inc.
By:__________
E.Blake Hawk
Executive Vice President
!Deláware
‘The Tirst State
PAGE 2
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 CERTIFICATE OF FORMATION OF “CROWN CASTLE NG
WEST LLC”FILED IN THIS OFFICE ON THE TWENTY-FOURTH DAY OF
DECEMBER,AD 2013,AT 1:43 O’CLOCK PM.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF
THE AFORESAID CERTIFICATE OF FORMATION IS THE THIRTY-FIRST DAY
OF DECEMBER,AD 2013,AT 11:59 O’CLOCK PM.
3560238 8100V
131473426
You may verify this certificate online
at corp.delaware,g’ov/authver.shtml
AUTHE
W.uHock,Secretary of State
iCjTION:1021640
DATE:12-30-13
State of Delaware
Secretary of State
Division of Corporations
Delivered 01:43 PM 12/24/2013
FILED 01:43 PM 12/24/2013
SRV 131473426 -3560238 FILE
Certificate of Formation
of
Crown Castle NO West LLC
Thuis Certificate of Formation ofcrown Castle NO West LLC (“LLC”),dated asofDecember,2013,has been duly executed and is being filed by E.Blake Hawk,asanauthorizedperson,to form a limited liability company under the Delaware Limited
Liability Company Act (6 DeUC,§18401,c.1j.)
1.The name ofthe limited liability company is Crown Castle NO West LLC.
2.The address ofthe registered office of the LLC in the State ofDelaware is c/uTheCorporationTrustCompany,Corporation Trust Center,1209 Orange Street,in the
City of Wilmington,County ofNew Castle,
3.The name and address ofthe registered agent for service ofprocess ofthe LLC
n the State of Delaware is The Corporation Trust Company,Corporation Trust Center,
1209 Orange Street,in the City ofWilmington,County ofNew Castle,Delaware.
4.This Certificate ofFormation shall be effective at 1 I;59 p.m.on December 31,
2013.
IN WITNESS WHEREOF,the undersigned has executed this Certificate of
Formation of Crowii Castle NO West LLC as ofthe date first written above.
Blake Hawk,Authorized Persons
ft YCORP:3254712vZ:363GW;12!C7110.-lO26al
State of Idaho
I IOfficeotheSecretaryofState
-I
CERTIFICATE OF AUTHORITY
OF
CROWN CASTLE NG WEST LLC
File Number W 133029
I,BEN YSURSA,Secretary of State of the State of Idaho,hereby certify that an
Application for Certificate of Authority,duly execUted pursuant to the provisions of the
Idaho Uniform Limited Liability Act,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
Certificate of Authority to transact business in this State and attad hereto a duplicate of
the application for such certificate
Dated:January 13,2014
&_
SECRETARY OF STATE
By IbAlliLt—
r
J L
I I
253
-FOR CERTIFICATE
OFAUTHORITY FOR FOREIGN
LIMITED LIABIL1TYCOMPANY JAt ‘3 P 2:07
(Instructions on back of application)SECSTAr &-
1.The name ofthe limited liability company is:RI OF IOiü
Crown Castle NO West LLC
2.If the name of the limited liability company is not permissible or is not available in Idaho,the
name the foreign limited liability company will use in Idaho is:
3.The jurisdiction under whose laws the limited liability company is fómied is:Delaware
4.The name and complete street address of the registered agent in Idaho is:
C T Cssporation System 921 S Orchard Street,Suite 0,Boise,Idaho 83705
5.The street and mailing address of the limited liability company’s principal office is:
1220 Augusta Drive,Suite 600,Houston,TX 77057
Sfreet Address
Makg Address,#emnt
6.The Street and mailing address of the limited liability company’s office in thejurisdiction
under whose laws it is organized is:
1209 Orange Street,Wilmington,DE 19801
Street Address
Methi,g Ad&ess different
7.The name and mailing address of at least one member or manager:SEEATTACHMENT
B.Blake Hawk 1220 Augusta Drive,Suite 600,Houston,TX 77057
8.The mailing address forfuture correspondence:
1220 Augusta Drive,Suite 600,Houston,TX 77057
9.Signature ofa manager,member or authorized
Perso%p
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Signature
W.Bezjsmin Moreland
Typed Name
Secretary of Stale use only
.1
Delaware
he first State
PAGE 1
I,JEFFREY N.SULWCK,SECRETARY OF ST OF THE STATE OF
DELAWARE,DO HEREBY CERTIFY “CROWN CASTLE HG WST LLC”IS DULY
?VRIIED 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 OF THE SIXTH DAY OF JANUARY,A.D.2014.
AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES HAVE
BEEN PAID TO DATE.
AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL REPORTS HAVE
BEEN FILED TO DATE.
3560238 8300
140012606
You y v.rj thu c.xt.fflcate c&.ln.at co4.d.Zmr..gov/authwr.ahtl
I \jemy w.a,ocIc,sciey ot5tte
AUTR1N2’CTION:1034226
DATE:01-06-14
ATTACHMENT 2
Updated Registration Form
COMMONWEALTH OF PENNSYLVANIA §
§
COUNTY OF WASHINGTON §
VERIFICATION
I,Monica Gambino.state that I am the Vice President -Legal of Crown Castle NG West
LLC (the “Company”);that I am authorized to make this Verification on behalf of the Company;
that the foregoing filing was prepared under my direction and supervision;and that the contents
are true and correct to the best of my knowledge,information,and belief.
Monica Gambino
Vice President -Legal
Crown Castle NG West LLC
Sworn and subscribed before me this 2j day of November,2014.
COMMONWEALTH OF PENNSYLVANIA
Rosa M.Morrison,Notary Public
i Cecil Twp.,Washington County
I M Commission res Ma 11 2016
MEM5R,PNNVLVANtA A s0C1Afl Ot N1T,RJES
My commission expires
(j2A .Notary Public
A!7596 1880.1
[D Conversion