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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 O3/9O/TO ›, x 70 (D 0 (D 1-1-< CD 0-. o-i-c AaegaJoes apuaaameq 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