Attached files
| file | filename |
|---|---|
| 8-K - 8-K - Duke Energy CORP | a2015defdepconversionsform.htm |
| EX-3.1 - EXHIBIT 3.1 - Duke Energy CORP | ncsosdep.htm |
| EX-3.4 - EXHIBIT 3.4 - Duke Energy CORP | defconversion.htm |
| EX-3.5 - EXHIBIT 3.5 - Duke Energy CORP | deforganization.htm |
| EX-3.7 - EXHIBIT 3.7 - Duke Energy CORP | defllcagreement.htm |
| EX-3.3 - EXHIBIT 3.3 - Duke Energy CORP | depllcagreement2.htm |
| EX-3.2 - EXHIBIT 3.2 - Duke Energy CORP | depplanofconversion.htm |
PLAN OF CONVERSION
OF
DUKE ENERGY FLORIDA, INC.
This Plan of Conversion (the “Plan”) of Duke Energy Florida, Inc., a Florida corporation (the “Corporation”), is approved as of July 31, 2015.
WHEREAS, the Corporation is organized under the laws of the State of Florida;
WHEREAS, the Corporation desires to convert into and to hereafter become and continue to exist as a Florida limited liability company pursuant to Section 605.1042 et seq. of the Florida Revised Limited Liability Company Act (the “LLC Act”) and Section 607.1112 et seq. of the Florida Business Corporation Act (the “Business Corporation Act”);
WHEREAS, pursuant to Section 605.1042 et seq. of the LLC Act and Section 607.1112 et seq. of the Business Corporation Act, the Board of Directors of the Corporation has, by resolutions duly adopted, recommended this Plan to the sole shareholder of the Corporation (the “Shareholder”) to effect the conversion of the Corporation to a Florida limited liability company pursuant to Section 605.1042 et seq. of the LLC Act (the “Conversion”), upon the terms and subject to the conditions set forth in this Plan; and
WHEREAS, this Plan has been approved and adopted by the Shareholder;
NOW, THEREFORE, this Plan is hereby approved to convert the Corporation into a Florida limited liability company:
1. Conversion. Upon the terms and subject to the conditions set forth in this Plan, and pursuant to Section 605.1042 et seq. of the LLC Act and Section 607.1112 et seq. of the Business Corporation Act, at the Effective Time (as hereinafter defined), the Corporation shall be converted into and shall hereafter become and continue to exist as a Florida limited liability company under the name “Duke Energy Florida, LLC” (the “LLC”).
2. Effective Time. The Conversion shall become effective (the “Effective Time”) at the effective time and date specified in the Articles of Conversion and Articles of Organization (the “Articles”), in substantially the form attached hereto as Exhibit A, filed with the Secretary of State in the State of Florida.
3. Effects of the Conversion. The consummation of the Conversion shall have all of the effects set forth in Section 605.1046 of the LLC Act and Section 607.1114 of the Business Corporation Act. In furtherance, and not in limitation, of the foregoing, at the Effective Time, all of the obligations of the Corporation as well as all of the rights, privileges and powers of the Corporation, and all property, real, personal and mixed, and all debts due to the Corporation or owed by the Corporation, and all franchises, licenses and permits held by the Corporation, as well as all other things and causes of action belonging to the Corporation, shall remain vested in the LLC and shall be the property of the LLC, and the title to any real property vested by deed or otherwise in the Corporation shall not revert or be in any way impaired by reason of Section 605.1046 of the LLC Act and Section 607.1114 of the Business Corporation Act.
4. Operating Agreement of the LLC. At the Effective Time, the bylaws of the Corporation shall be replaced by and the LLC shall be governed by, the LLC operating agreement, substantially in the form attached hereto as Exhibit B as amended in accordance with the terms thereof (the “Operating Agreement”).
5. Directors and Officers. The directors of the Corporation immediately prior to the Effective Time shall be the directors of the LLC from and after the Effective Time until their successors are duly appointed and qualified, to serve in accordance with the relevant provisions of the LLC Act (and deemed managers of the Corporation for purposes of the LLC Act) and the terms of the Operating Agreement. The officers of the Corporation immediately prior to the Effective Time shall be the officers of the LLC from and after the Effective Time until their successors are duly appointed and qualified, to serve in accordance with the relevant provisions of the LLC Act and the terms of the Operating Agreement.
6. Conversion of Shares. At the Effective Time, by virtue of the Conversion and without any action on the part of the Corporation, the LLC or any holder thereof, the shares of common stock, no par value, of the Corporation, issued and outstanding immediately prior to the Effective Time, all of which are held by the Shareholder, shall be automatically converted into one hundred percent (100%) of the limited liability company interests of the LLC. Immediately prior to the Effective Time, there shall be outstanding no class or series of capital stock of the Corporation other than its common stock, no par value.
7. Termination. This Plan and the transactions contemplated hereby may be terminated by resolution of the Board of Directors of the Corporation at any time prior to the Effective Time in the manner and to the extent provided in the LLC Act and the Business Corporation Act.
8. Effect of Termination. If this Plan is terminated pursuant to Section 7 hereof, this Plan shall become void and of no effect with no liability on the part of any party hereto.
9. Amendment. This Plan and the transactions contemplated hereby may be amended by resolution of the Board of Directors of the Corporation at any time prior to the Effective Time in the manner and to the extent provided in the LLC Act and the Business Corporation Act.
10. Governing Law. This Plan shall be governed by, enforced under and construed in accordance with the laws of the State of Florida without giving effect to any choice or conflict of law provision or rule thereof.
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IN WITNESS WHEREOF, the undersigned hereby approves this Plan of Conversion as of this 31st day of July, 2015.
FLORIDA PROGRESS CORPORATION, |
a Florida corporation |
By: /s/ Lynn J. Good |
Lynn J. Good |
President |