HomeMy WebLinkAboutNotice of Name Change from Inc to LLC.pdfRonald W. Del Sesto Stephany Fan
ronald.delsesto@morganlewis.com stephany.fan@morganlewis.com
Morgan, Lewis & Bockius LLP
1111 Pennsylvania Avenue, NW
Washington, DC 20004 +1.202.739.3000
United States +1.202.739.3001
February 3, 2022
Via E-Mail
Jan Noriyuki, Secretary
Idaho Public Utilities Commission
472 West Washington Street
Boise, ID 83702
secretary@puc.idaho.gov
Re: ExteNet Systems, LLC Notification of Conversion and Resulting Name
Change
Dear Secretary Noriyuki:
ExteNet Systems, LLC (formerly known as ExteNet Systems, Inc.) (the ”Company”) hereby
notifies the Commission that the Company’s current name is “ExteNet Systems, LLC” as a
result of the Company’s conversion from a Delaware corporation to a Delaware limited
liability company (the “Conversion”). The Conversion was merely a change in the
Company’s corporate form accomplished through the filing of a Certificate of Conversion
and a Certificate of Formation (together, the “Conversion Documents”) with the Delaware
Secretary of State and did not entail any merger or other transactions interrupting the
existence of the Company.1 The Conversion Documents are provided as Attachment A,
the Company’s authorization to transact business in Idaho is provided as Attachment B, and
the Company’s updated Notice form is provided as Attachment C. The Company requests
that the Commission update its records, including the Company’s Certificate,2 to reflect the
conversion and resulting name change and, to the extent necessary, approve these
changes. The Company will separately submit any required tariff filing(s) to reflect these
changes upon request.
1 See 8 Del. C. § 266(h) (stating “[w]hen a corporation has been converted to another entity or
business form pursuant to this section, the other entity or business form shall, for all purposes
of the laws of the State of Delaware, be deemed to be the same entity as the corporation.”)
2 In Idaho, the Company is authorized as a wholesale provider of telecommunications services
pursuant to authorization granted in Order No. 33572 on August 17, 2016.
RECEIVED
2022 February 3, PM 2:52
IDAHO PUBLIC
UTILITIES COMMISSION
Jan Noriyuki, Secretary
February 3, 2022
Page 2
Please acknowledge receipt and acceptance of this filing. Should you have any questions,
please do not hesitate to contact the persons below.
Respectfully submitted,
/s/ Stephany Fan
Ronald W. Del Sesto
Stephany Fan
Counsel for ExteNet Systems, LLC
Attachment A
Conversion Documents
Delaware
The First State Page 1
You may verify this certificate online at corp.delaware.gov/authver.shtml
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 "EXTENET SYSTEMS, INC." TO A
DELAWARE LIMITED LIABILITY COMPANY, CHANGING ITS NAME FROM
"EXTENET SYSTEMS, INC." TO "EXTENET SYSTEMS, LLC", FILED IN THIS
OFFICE ON THE TWENTY-NINTH DAY OF DECEMBER, A.D. 2021, AT 8:38
O`CLOCK A.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE
AFORESAID CERTIFICATE OF CONVERSION IS THE THIRTIETH DAY OF
DECEMBER, A.D. 2021 AT 9 O'CLOCK A.M.
Delaware
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 "EXTE.NET SYSTEMS, INC . " TO A
DELAWARE LIMITED LIABILITY COMPANY, CHANGING ITS NAME FROM
"EX TENET SYSTEMS, INC . " TO "EXTENET SYSTEMS, LLC" , FILED IN THIS
OFFICE ON THE TWENTY—NINTH DAY OF DECEMBER, A. D. 2021, AT 8 : 38
CLOCK A . .
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE
AFORESAID CERTIFICATE OF CONVERSION IS THE THIRTIETH DAY OF
DECEMBER, A . D . 2021 AT 9 O'CLOCK A . M.
3574949 8100V
SR# 20214245173
Authentication: 205107432
Date: 12-29-21
You may verify this certificate online at corp.delaware.gov/authver.shtml
State of Delaware Secretary of State Division of Corporations Delivered 08:38 AM 12/29/2021
FILED 08:38 AM 12/29/2021 SR 20214245173 - File Number 3574949 STATE OF DELAWARE CERTIFICATE OF CONVERSION FROM A:CORPORATION TO 4t.
LIMITED LIABILITY COMPANY PURSUANT TO
SECTION 18-214 OF THE LIMITED LIABILITY COMPANY ACT
1, The jurisdiction where the Corporation first formed is Delaware.
2. The jurisdiction immediately prior to filing this Certificate is Delaware.
3. The date the Corporation first formed is October 1, 2002.
4. The name of the Corporation immediately prior to filing this Certificate is ExteNet
Systems, Inc.
5. The name of the Limited Liability Company as set forth in the Certificate of Formation is ExteNet Systems, LLC.
6. This Certificate of Conversion shall be effective as of 9:00 AM, Eastern Time, on
December 30, 2021.
[Signature Page Follows]
4833-2791-1418, v,3
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate on this
.29th. day. of December, 2021.
EXTENET SYSTEMS, INC.
By: Name: Rich Co Title: Preside t
[Signature Page to ExteNet Systems, Inc. Certificate of Conversion]
4833-2791-1418, v.3
Delaware
The First State
Page 1
You may verify this certificate online at corp.delaware.gov/authver.shtml
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 “EXTENET
SYSTEMS, LLC” FILED IN THIS OFFICE ON THE TWENTY-NINTH DAY OF
DECEMBER, A.D. 2021, AT 8:38 O`CLOCK A.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE
OF THE AFORESAID CERTIFICATE OF FORMATION IS THE THIRTIETH DAY
OF DECEMBER, A.D. 2021 AT 9 O'CLOCK A.M.
Delaware
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 FORMATION OF "EXTENET
SYSTEMS, LLC" FILED IN THIS OFFICE ON THE TWENTY—NINTH DAY OF
DECEMBER, A.D. 2021, AT 8:38 O'CLOCK A.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE
OF THE AFORESAID CERTIFICATE OF FORMATION IS THE THIRTIETH DAY
OF DECEMBER, A. D. 2021 AT 9 O'CLOCK A. M.
3574949 8100V
SEW 20214245173
Authentication: 205107432
Date: 12-29-21
You may verify this certificate online at corp.delaware.gov/authver.shtml
State of Delaware Secretary of State
Division of Corporations Delivered 08:38 AM 12/29/2021 FILED 08:38 AM 12/29/2021
SR 20214245173 - File Number 3574949
STATE OF DELAWARE CERTIFICATE OF FORMATION
OF EXTENET SYSTEMS, LLC
This Certificate of Formation of ExteNet Systems, LLC (the "Company") has been duly executed and is being filed by the undersigned authorized person to form a limited liability company under the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et
seq., as amended from time to time.
1. Name. The name of the limited liability company formed hereby is
ExteNet Systems, LLC.
2. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 251 Little Falls Drive, Wilmington,
New Castle County, Delaware 19808.
3. Registered Agent. The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808.
4. Effective Time. This Certificate of Formation shall be effective as of 9:00 AM, Eastern Time, on December 30, 2021.
[Signature Page Follows]
4828-7079-8074, v.4
IN WITNESS WHEREOF, the undersigned authorized person has duly executed this Certificate of Formation this 29th day of December, 2021.
[Signature Page to Ex,teNet..Systeins, .LIC Certificate of Formation].
Attachment B
Authorization to Transact Business
STATE OF IDAHO
Lawerence Denney I Secretary of State Business Office 450 North 4th Street PO Box 83720 Boise, ID 83720
ExteNet Systems, LLC
STE 340
3030 VVARRENVILLE RD
LISLE, IL 60532-3633
Filing Acknowledgment
January 6, 2022
Please review the filing information below and notify our office immediately of any discrepancies.
File #: 4556256 Filing Date: 01/06/2022
Filing Type: Foreign Limited Liability Company Annual Report Due: 01/31/2023
Status: Active-Existing Image #: B0674-0756
Duration Term: Perpetual Receipt #: 000594751
Registered Agent: Principle Address: Mailing Address:
CORPORATION SERVICE COMPAN ExteNet Systems, LLC STE 340
1303 12TH AVE RD 3030 VVARRENVILLE RD., STE. 340 3030 VVARRENVILLE RD
NAMPA, ID 83686 LISLE, IL 60532 LISLE, IL 60532-3633
Congratulations on the successful filing of your Foreign Registration Statement for ExteNet Systems, LLC in the state of Idaho on the date shown above.
You must file an Annual Report with this office on or before the Annual Report Due Date noted above and maintain a Registered Office and Registered Agent. Failure to do so will subject the business to Administrative Dissolution/Revocation.
L2pee«...leadidb,
Lawer nce Denney
Idaho Secretary of State
Processed By: Business Division
Phone: 208-334-2301 * Email: business@sos.idaho.gov * VVebsite: sosbiz.idaho.gov
State of Idaho
LOffice of the Secretary of State
1
CERTIFICATE OF REGISTRATION
OF
EXTENET SYSTEMS, LLC
Filing Number: 4556256
I, LAWERENCE DENNEY, Secretary of State of the State of Idaho, hereby
certify that an application for Foreign Registration Statement, duly executed pursuant
to the provisions of the Idaho Uniform Business Organization Code, has been
received in this office and is found to conform to law.
ACCORDINGLY, by virtue of the authority vested in me by law, I issue this
Certificate of Registration to transact business in this State and attach hereto a
duplicate of the application for such certificate.
Dated: 6 January 2022
Y Lawerence Denney
Secretary of State
Processed by: Business Division
1111111111111111111111110111111111
STATE OF IDAHO Office of the secretary of state, Lawerence Denney FOREIGN REGISTRATION STATEMENT (LIMITED LIABILITY COMPANY) Idaho Secretary of State PO Box 83720 Boise, ID 83720-0080 (208) 334-2301 Filing Fee: $100.00
IOU ll ,ci)
For Office Use Only
-FILED-
File #: 0004556256
Date Filed: 1/6/2022 7:35:30 AM
Foreign Registration Statement (Limited Liability Company)
Select one: Standard, Expedited or Same Day Service (see Expedited (+$40; filing fee $140) descriptions below)
1. The name this limited liability company will use in Idaho is:
Type of Limited Liability Company Foreign Limited Liability Company
Entity name ExteNet Systems, LLC
ExteNet Systems, LLC
2. Home Jursidiction
The jurisdiction of formation is: DELAWARE
3. The street address of its domestic principal office (if required by the laws of the jurisdiction of formation) is:
Street Address None
4. The mailing address of its domestic principal office (if required by the laws of the jurisdiction of formation) is:
Mailing Address None
5. The complete street address of the principal office is:
Principal Office Address 3030 WARRENVILLE RD., STE. 340 LISLE, IL 60532
6. The mailing address of the principal office is:
Mailing Address 3030 WARRENVILLE RD STE 340 LISLE, IL 60532-3633
7. Registered Agent Name and Address
Registered Agent CORPORATION SERVICE COMPANY Commercial Registered Agent
Physical Address
1303 12TH AVE RD NAMPA, ID 83686
Mailing Address
1303 12TH AVE RD NAMPA, ID 83686
..:4 I affirm that the registered agent appointed has consented to serve as registered agent for this entity.
8. Governors
Name Title Address
H. Anthony Lehv Manager 3030 WARRENVILLE RD STE 340 LISLE, IL 60532-3633
Signature of individual authorized by the entity to sign:
H. Anthony Lehv 01/06/2022
Sign Here Date
Job Title: Manager
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Page 1 of 2
Delaware
The First State
Page 1
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY "EXTENET SYSTEMS, LLC" IS DULY FORMED
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 THIRTIETH DAY OF DECEMBER, A. D. 2021.
AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES HAVE BEEN
PAID TO DATE.
3574949 8300
511# 20214260642
You may verify this certificate online at corp.delaware.gov/authver.shtml
Authentication: 205120711
Date: 12-30-21
Aq pBATBOBE g o A3eqe3Des
Page 2 of 2
Attachment C
Notice Form to the Idaho PUC
The notice must contain the following information:Date:
a. Name of the Telephone Corporation
Corporate Mailing Address
b.Operations Mailing Address (if different)Name
c.An agent in Idaho for service of process Name
Telephone Number
Facsimile Number
Electronic Address (e-mail)
Facsimile Number
Address Line #1
Address Line #2
City, State, Zip
Telephone Number
Notice to the Idaho Public Utilities Commission
Rule 606.01, TCRR, IDAPA 31.41.01
Assumed Business Name (if applicable)
City, State, Zip
Address Line #1
Address Line #2
All telephone corporations (except cooperative telephone corporations) formed since January 1, 1988 must file a
notice before offering telecommunications services in Idaho. These corporations include but are not limited to
sellers of MTS or WATS, resellers of MTS or WATS services, Operator Service Providers, Data Providers, etc.
These notices must be updated at least annually between December 1 and December 31 each year and whenever
there is a change in the telephone corporation's name, address or agent. Please e-mail the completed form to:
Regulatory Contact
Electronic Address (e-mail)
Address Line #1
City, State, Zip
Agent's electronic address
Address Line #2
P.O. Box 83720
Boise, Idaho 83720-0074
Telephone 208-334-0300
Facsimile 208-334-3762
secretary@puc.idaho.gov
ExteNet Systems, LLC
Brian Kirk
3030 Warrenville Road
Ste. 340
Lisle, IL 60532
(630) 505-3800
compliance@extenetsystems.com
Corporation Service Company
1303 12th Avenue Road
Nampa, ID 83686
compliance@extenetsystems.com
Person responsible for handling consumer inquiries,
Name
Toll-Free Telephone Number
Facsimile Number
Electronic Address (e-mail)
complaints, etc. by the public
Matt Simpson
866-892-5327
msimpson@extenetsystems.com
Person(s)) designated as Customer Service contact
complaints, responding to consumer inquiries and
or tariffs
Name
Address Line #1
Address Line #2
City, State, Zip
Telephone Number
for the Commission Staff in resolving consumer
answering matters concerning rates and price lists
Brian Kirk
3030 Warrenville Rd
Ste. 340
IL 60532
630-505-3800
Person responsible for compliance in filing of reports
Administrators
Name
Address Line #1
Address Line #2
City, State, Zip
Telephone Number
Facsimile Number
and payment of fees due to the Commission or its
Andrea Urban
3030 Warrenville RD
Ste. 340
Lisle, IL 60532
630-505-3800
aurban@extenetsystems.corn / compliance@extenetsystems.com
Date Brian S. Kirk
Vice President & Deputy General Counsel
ExteNet Systems, LLC
ms.com