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HomeMy Public PortalAbout2013 Change of ownership from Choice and Waste Services of Florida.tifsato Progressive Waste Solutions October 17, 2013 SENT VIA EMAIL & HAND DELIVERED Mr. John C. Gilbert Village Manager Village Hall, Suite 210 88 West McIntyre Street Key Biscayne, FL 33149 Re: The Merger of Choice Environmental Services, Inc., and its subsidiaries (collectively "Choice") and Waste Services of Florida, Inc.'s Name Change Dear Mr. Gilbert: Pursuant to the Collect, Transportation and Disposal of Solid Waste Agreement between the Village of Key Biscayne, ("Village") and Choice Environmental Services of Miami, Inc. ("Contractor") made and first entered into on March 16, 2010, as amended (collectively referred to herein as the "Agreement"), this letter is being sent to you to notify you of the merger of certain entities and the name change of the surviving entity. As the Village was previously made aware, on November 16, 2012, Waste Services of Florida, Inc., purchased Choice. Subsequently, on June 4, 2013, Waste Services of Florida, Inc. changed its name to Progressive Waste Solutions of FL, Inc. On August 16, 2013, Choice Environmental Services of Miami, Inc. was merged into Choice Environmental Services, Inc., with Choice Environmental Services, Inc. being the surviving entity. On September 9, 2013, Choice Environmental Services, Inc. was merged into Progressive Waste Solutions of FL, Inc., with Progressive Waste Solutions of FL, Inc., being the surviving entity. Nothing else has structurally or operationally changed, as these mergers and the name change are part of a streamlining of the company's corporate structure and a new, company -wide rebranding effort. Should you have any questions or concerns regarding this matter, please feel free to contact me at the address or phone number above. Sincerely, / Carlos A. Verney Government Affairs Manager 4 w ELI 06/fovao2wg Florida Department of State Division of Corporations Electronic Filing Cover Sheet Note: Please print this page and use it as a cover sheet. Type the fax audit number (shown below) on the top and bottom of all pages of the document. (((H13000182285 3))) 11111111V11I111II11q1111110I4II11I1pUIII111IIV1MIVGIW Note: DO NOT hit the REFRESH/RELOAD button on your browser from this page. Doing so will generate another cover sheet. To: From: Division of Corporations ";;, J. Fax Number : (850)617-6380 ,pis W � cl ,.... Account Name : C T CORPORATION SYSTEM > .,.i.• Account Number : FCA000000023 1, G` Phone (850)222-1092 ...r .;., • - ; . Fax Number : (850)87B-5368 -+ - ‘J con **Enter the email address for this business entity to be used for tuturplw jo annual report mailings. Enter only one email address please.** ::,�1, Email Address: '541)N. 4',"2 LD MERGER OR SHARE EXCHANGE CHOICE ENVIRONMENTAL SERVICES, INC. Certificate of Status 0 Certified Copy 0 e Count _ 07 Estimated Charge -WO.OQ, Electronic Filing Menu Corporate Filing Menu Help og7 4 // 3 https://efile.sunbiz.org/scriptsiefilcovnexe 8/15/2013 8/15/2013 17:38:00 From: To: 8506176380 COVER LETTER TO: Amendment Section Division of Corporations SUBJECT: Choice Environmental Services. Inc._ Name of surviving Corporation The enclosed Articles of Merger and fee are submitted for filing. Please return all correspondence concerning this matter to following: Thomas 1. Fowler Colima Person IESI Corporation F tro/Coanpany 2301 Eagle Parkway, Suite 200 Address Fort Worth, Texas 76177 City/Stele end zip Code tfowlec@iesi.com Erman address: (to be used for fl:ture annual report notttteation) For further information concerning this matter, please call: Dustx_Coates Name of emote* Person At ( 2/7 ) 63,2-42Z Area Code & Daytime Telephone Number jJCertified copy (optional) $8.75 (Please send an additional copy ofyour document if certified copy is requested) STREET ADDRESS: Amendment Section Division of Corporations Clifton Building 2661 Executive Center Circle Tallahassee, Florida 32301 MAILING ADDRESS: Amendment Section Division of Corporations P.O. Box 6327 Tallahassee. Florida 32314 8/15/2013 17:38:00 From: To: 8506176380 (.) /� ARTICLE OF MERGER ,S> s9 The following articles of merger are submitted in accordance with the Florida Business Corporation Act, pursuant to section 607.1105, Florida Statutes. First: The name, jurisdiction and document number of the surviving corporation (the "Sufvivjng gag:oration") are: Name .1%it&jicag Document Number Choice Environmental Services. Iqc. Florida P04000025188 Second: The name, jurisdiction and document number of each ;nerving corporation (collectively, the "jufereinq Corporations") are: Name Jurisdiction Document Number I. Choice Environmental Services ofBroward, Inc. Ftorida P98000070460 2. Choice Environmental Services of Central Florida, Inc. Florida P11000049655 3. Choice Environmental Services of Collier, Inc. Florida P07000049655 4. Choice Environmental Services of Dude County. Inc. Florida P05000075029 5. Choice Envimnmental Services of Georgia, Inc. Florida P11000051324 6. Choice Environmental Services of Highlands County, inc. Florida P10000057056 7. Choice Environmental Services of Lee County, Inc. Florida P 100000201 12 8. Choice Environmental Services of Miami, Inc. Florida P04000025199 9. Choice Environmental Services of St. Lucie, Inc. Florida P04000025194 10. Choice Recycling Services of Rroward, Inc. Florida P07000123741 1 I. Choice Recycling Services of Miami, Inc. Florida P06000151449 Third: The Merging Corporations are hereby merged with and into the Surviving Corporation and the separate existence of each of the Merging Corporations shall cease and the Surviving Corporation shall be the surviving corporation in the merger. A copy of the plan of merger is attached hereto (the "Plant Meter er") and made a part hereof by reference as if fully set forth herein. Fourth: The merger shall become effective on the date the Articles of Merger are filed with the Florida Department of State (the "Effective Date"), Fifth: The Plan of Merger was adopted and approved by the written consent of the board of directors of the Surviving Corporation on August 15, 2013 and pursuant to section 607.1104, Florida Statutes, shareholder approval was not required. Sirtb: The Plan of Merger was adopted and approved by the written consent of the by the board of directors of the Merging Corporations on August 15.2013 and pursuant to section 607.1104, Florida Statutes, shareholder approval was not required. 8/15/2013 17:38:00 From: To: 6506176380 ( 4/7) IN VVI NESS WHEREOF, the undersigned have executed these Articles of Merger as of this 1 Sth day of/wig/42013. Name of Surviving Corporation Si atsSIffiger 9!' Director Two or Primed Name of indivi4gai 1t Tine choice Erwiramr►wn, Service, Inc. J4smss of Mewing Corporationl Pima Choir Envi, pmcail SIrvicas of frowar. Inc. Choice Bnvirentprptal Servixiof Cenerol Florida-1sre of an ORiieer or Qjp:ctor Tv1 or Printed Name of Individual & TttJ Thames J. Fowler. VP. Socream& Cremernt Comma at Theme J. Fowler. VP. Seeretaxv & Uttrera! Crewel n LiI t a _s n'a Y VP Ow. t V Chois0Environmental_Servites_oLiilstrinado Inc, ! ' mimic J. Fowler. VP. Secretary & General cams' cboimFlrviromnenrat Syrian f l.ec County. jnc. choke £nrironmejtal SeryjgrasiMjgmL (pc. Chi EniipinmenroLimicegglt, i401P,1ne. choke Rawl inA crvices of Browned Inc. f Tomas J, Fowler. VV. Secretory & GenesiCounsel Thomas J. Power. VP. Sw etary & Genoa' Count Thomas J. Fanjet VP Szcretaa &General Covet 'domes J. Fowler. VP. %cantery & Gems! Camel 8/15/2013 17:38:00 From: To: 8506176380 PLAN OF MERGER ( 5/7 ) THIS PLAN OF MERGER ("Plan of Meurer") dated this 15th day of August 20I3, has been adopted and approved by and between Choice Environmental Services, Inc. , a Florida corporation ("Choice" or the "Swn+ivirg -Corporation"), and (1) Choice Environmental Services of Broward, Inc., a Florida corporation, (ii) Choice Environmental Services of Central Florida, Inc., a Florida corporation, (iii) Choice Environmental Services of Collier, Inc., a Florida corporation, (iv) Choice Environmental Services Dade County, Inc., a Florida corporation, (v) Choice Environmental Services of Georgia, Inc., a Florida corporation, (vi) Choice Environmental Services of Highlands County, Inc., a Florida corporation, (vii) Choice Environmental Services of Lee County, Inc., a Florida corporation, (viii) Choice Environmental Services of Miami, Inc., a Florida corporation, Cut) Choice Environmental Services of St. Lucie, Inc., a Florida corporation, (x) Choice Recycling Services of Broward, Inc., a Florida corporation, and (xi) Choice Recycling Services of Ivliwni, Inc., a Florida corporation (collectively, (1) through (xi), the 'M g n Corporations", and each, a ivIeraed Corporation"). RECITALS WHEREAS, the Merging Corporations are corporations duly organized and existing under and by virtue of the laws of the State of Florida and are wholly -owned subsidiaries of Choice; WHEREAS, Choice and the Merging Corporations have determined that the Merging Corporations should be merged into Choice, pursuant to section 607.1104 of the Florida Statutes, with Choice continuing as the surviving corporation of the merger, WHEREAS, this Pian of Merger has been adopted and approved by the written consent of the board ofdirectors of the Surviving Corporation; WHEREAS, this Plan of Merger has been adopted and approved by the written consent of the board of directors of the Merging Corporations; WITNESSETH NOW, THEREFORE, in consideration of the mutual covenants, agreements and provisions hereinafter contained do hereby prescribe the following terms and conditions of the said merger and mode of carrying the same into effect as follows: First: The name and jurisdiction of the $urviving Corporation owning all of the outstanding shares of each class of the Merging Corporations: Name JklIkdiction Choice Environmental Services, Inc. Florida 8/15/2013 17:38:00 From: To: 8506176380 Second: The name and jurisdiction of each Merin corporation: Dame ( 6/7 ) Jurisdiction I . Choice Environmental Services of Broward, Inc. Florida 2. Choice Environmental Services of Central Florida, Inc. Florida 3. Choice Environmental Services of Collier, Inc. Florida 4. Choice Environmental Services of Dade County, Inc. Florida 5. Choice Etmaonmental Services of Georgia, Inc. Florida 6. Choice Environmental Services of Highlands County, Inc. Florida 7. Choice Environmental Services of Lee County, Inc. Florida 8. Choice Environmental Services of Miami, Inc. Florida 9. Choice Environmental Services of St. Lucie, Inc. Florida 10. Choice Recycling Services of Broward, Inc. Florida 11. Choice Recycling Services of Miami, Inc. Florida Third: At the Effective Date (as defined in the attached Articles of Merger) and subject to the terms and conditions of this Plan of Merger and in accordance with section 607.1104 of the Florida Statutes, the Merging Corporations shall be merged with and into Choice, and each of the separate Merging Corporations shall cease (except insofar as each may be continued by statute or in order to carry out the purposes of this Plan of Merger) and Choice shall continue as the Surviving Corporation. Fourth: At the Effective Date all of the property, rights, privileges, powers and franchises of the Merging Corporations shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Merging Corporations shall become the debts, liabilities and duties of the Surviving Corporation. Fifth: The Articles of Incorporation of Choice in effect on the Effective Date shall continue in full force and effect as the Articles of Incorporation of the Surviving Corporation until thereafter amended. Sixth: The By -Laws of Choice, as in effect on the Effective Date, shall continue in full force and effect as the By -Laws of the Surviving Corporation until thereafter altered, amended or repealed. Seventh: The directors and officers of Choice en the Effective Date shall continue in office as directors and officers of the Surviving Corporation immediately after the Effective Date. 8/15/2013 17:38:00 From: To: 8506176380 ( 7/7 ) Eighth: The manner and basis of converting the interests, shares, obligations or other securities of each Merged Corporation into the interests, shares, obligations or other securities of the Surviving Corporation, in whole or in part, into cash or other property are as follows: 1. Each share of capital stock of the Surviving Corporation that is issued and outstanding at the Effective Date of the merger shall remain issued and outstanding. 2. All of the issued and outstanding shares of capital stock of each Merged Corporation shall be canceled as of the Effective Date of the merger without compensation. Ninth: Pursuant to section 607.1104, Florida Statutes, this Plan of Merger was adopted and approved by the written consent of the board of directors of the Merging Corporations and the Surviving Corporation on August 15, 2013 and shareholder approval was not required. 1/5 ) age 1 1 Florida Department of State Division of Corporations Electronic Filing Cover Sheet Note: Please print this page and use it as a cover sheet. Type the fax audit number (shown below) on the top and bottom of all pages of the document. (((H 13000199943 3))) Note: DO NOT hit the REFRESH/RELOAD button on your browser from this page. Doing so will generate another cover sheet. To: Division of Corporations Fax Number : (850)617-6380 lill per Gia From: c-, Account Name : C T CDRPORAT/ON SYSTEM ',' rn iii -0 Account Number : FCA000000023 >7:2 Phone : (850)222-1002 v)-, I Fax Number : (850)878-5368 ry -' nE **Enter the email address for this business entity to be used for f r- ltlibcp Y.) annual report mailings. Enter only one email address please.** 4 xr CO cV &mail Address: FR MERGER OR SHARE EXCHANGE AlsICEZSIVE WASTE SOLUTIONS r OF FL, ] ._ Certificate of Status 110 tified Copy ' 1 -1 Page Count OS Estimated Charge F $78.75 C. -)Zb J Electronic Filing rMenu C4 Filing Corporate Menu Help 1 P1 https://efile.sunbiz.org/scripts/efilcovr.exe 9/9/2013 9/9/2013 12:29:37 From: To: 8506176380 J. COVER•LETTER TO: Amendment Section Division of Corporations SUBJECT: Progressive Waste Solutions of FL. inc. Name of SunivMg Corporadem The enclosed Articles of Merger and fee are submitted for filing. Please return all correspondence concerning this matter to following: Thomas J. Fowler Comm Paean IESI Corporation Firm/Company 2301 Eagle Parkway, Suite 200 Address Fort Worth, Texas 76177 mat city/sate were Code tf0wler@iesi.com rew (wise31!or�1 repo For further information concerning this matter, please call: Dusty Costes Name of Comsat Person At • ( 632.4266 Area Code a: Daytime Telephone Number ( 2/5) 4. coCertified copy (optional) 58.73 (Please lead en additional copy of your document ifa certified copy b requested) STREET ADDRESS: Amendment Section Division of Corporations Clifton Building 2661 Executive Center Circle Tallahassee, Florida 32301 MAILING ADDRESS: Amendment Section Division of Corporations P.O. Box 6327 Tallahassee, Florida 32314 9/9/2013 12:29:37 From: To: 8506176380 ( 3/5 ) FILED ARTICLES OF MERGER 2913 SEP -9 PM 3: 4 6 The following articles of merger arc submitted in accordance with the Florida esliti , fPA r ! ` ' A `` Act, pursuant to section 607.1105, Florida Statutes. ftl� �s ��L OR ID First: The name, jurisdiction and document number of the gurvivina corporation (the "Surviving Corport+tlon") are: Name Jurisdiction Document Number Progressive Waste Solutions of FL. Inc. Delaware F03000006157 Second: The name, jurisdiction and document number of the merging corporation (collectively, the "Merging lliBra tion") are: Name ChQice_Environmental Services, Inc. Anisdicligg arida Document Number F04000025188 Third: The Merging Corporation is hereby merged with and into the Surviving Corporation and the separate existence of Merging Corporation shall cease and the Surviving Corporation shall be the surviving corporation in the merger. A copy of the plan of merger is attached hereto (the "Plan of Merger") and made a part hereof by reference as if fully set forth herein. Fourth: The merger shall become effective as of 12:01 a.m. on September 3, 2013 (the "F..ffective Date"). Fifth: The Plan of Merger was adopted and approved by the unanimous written consent of the board of directors of the Surviving Corporation on August 29, 2013 and pursuant to section 607.1104, Florida Statutes, shareholder approval was not required. Sixth: The Plan of Merger was adopted and approved by the unanimous written consent of the board of directors of the Merging Corporation on August 29, 2013 and pursuant to section 607.1104, Florida Statutes, shareholder approval was not required. IN WITNESS WHEREOF, the undersigned has executed these Articles of Merger es of this 20 day of August, 2013. Merging Corporation: Surviving Corporadoo: Choice Environmental Services, Inc. Progressive Waste Solutions of FL, Inc. By. /It/ as'J. Fowler Vice Prtsldent, Secretary & General Counsel By: . Fowler Vice President Secretary & General Counsel 9/9/2013 12:29:37 From: To: 8506176380 PLAN OF MERGER THLS PLAN OF MERGER ("plan Of Mcracr") dated this 29`" day of August 2013, has been adopted and approved by and between Progressive Waste Solutions of FL, Inc. , a Delaware corporation (7ro[ r iv(" or the "Surviving Corporation"), and Choice Environmental Services, Inc., a Florida corporation ("Cbgice" or the "jvierging Corporation"). RECITALS WHEREAS, the Merging Corporation is corporation duly organized and existing under and by virtue oldie laws of the State of Florida and is a wholly -owned subsidiary of Progressive, a corporation duly organized and existing under and by virtue of the laws of the State of Delaware; WHEREAS, Progressive and Choice have determined that Choice should be merged into Progressive, pursuant to section 607.1104 of the Florida Statutes and section 253 of the General Corporation Law of Delaware , with Progressive continuing as the surviving corporation of the merger; WHEREAS, this Plan of Merger has been adopted and approved by the unanimous written consent of the board of directors of the Surviving Corporation; WHEREAS, this Plan of Merger has been adopted and approved by the unanimous written consent of the board of directors of the Merging Corporations; WITNESSETH NOW, THEREFORE, in consideration of the mutual covenants, agreements and provisions hereinafter contained do hereby prescribe the following terms and conditions of the said merger and mode of carrying the same into effect as follows: First The name and jurisdiction of the alnyivina Corporation owning all of the outstanding shares of each class of the Merging Corporation: Name Jurisdiction, Progressive Waste Solutions of FL, Inc. Delaware Second: The name and jurisdiction of the Merainv Corporation: Name Choice Environmental Services, Inc. Florida Third: As of 12:01 a.m. on September 3, 2013 (the"gfestive Date") and subject to the terns and conditions of this Plan. of Merger and in accordance with section 607.1104 of the Florida Statutes and section 253 of the General Corporation Law of Delaware, Choice shall be merged with ( 4/5 ) 9/9/2013 12:29:37 From: To: 8506176380 and into Progressive, and shall cease (except insofar as it may be continued by statute or in order to carry out the purposes of this Plan of Merger) and Progressive shell continue as the Surviving Corporation. Fourth: At the Effective Date all of the property, rigs, privileges., powers and franchises of the Merging Corporation shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Merging Corporation shall become the debts, liabilities and duties of the Surviving Corporation. Fifth: The Articles of Incorporation of Progressive in effect on the Effective Date shall continue in lull force and effect as the Articles of Incorporation of the Surviving Corporation until thereafter amended. Sixth: The By -Laws of Progressive in effect on the Effective Date shall continue in full force and effect as the By -Laws of the Surviving Corporation until thereafter altered, amended or repealed. Seventh: The directors and officers of Progressive on the Effective Date shall continue in office as directors and officers ad= Surviving Corporation immediately after the Effective Date. Eighth: The rnamier and basis of converting the interests, shares, obligations or other securities of the Merged Corporation into the interests, shares, obligations or other securities of the Surviving Corporation, in whole or in pmt, into cash or outer property are as follows: I . Each share of capital stock of the Surviving Corporation that is issued and outstanding at the Effective Date of the merger shall remain issued and outstanding. 2. All of the issued and outstanding shares of capital stock of the Merged Corporation shall be canceled as of the Effective Date of the merger without compensation. Ninth: Pursuant to section 607.1104, Florida Statutes„ and section 253 of the General Corporation Law of Delaware, this Flan of Merger was adopted and approved by the unanimous written consent of the board of directors of the Merging Corporation and the Surviving Corporation on August 29, 2013. ( 5/5 )