The URL can be used to link to this page

Home My WebLink AboutNCG500098_Owner Name Change_20180507 1 HALYARD Lexington May 7, 2018 North Carolina DEQ/DWR/NPDES RECEIVED/DENR/DWR 1617 Mail Service Center MAY .12 2018 Raleigh,North Carolina 27699-1617 Water Resources Re: Transfer of Certificate of Coverage NCG500098 Permitting Section To Whom It May Concern: In connection with a business transaction, Halyard Health Inc. requests that permitting responsibilities for the above-referenced Certificate of Coverage be transferred to Halyard North Carolina, LLC., a wholly-owned subsidiary of Halyard Health Inc. Sincerely, Saci /21/ Pv% Eddie Motsinger HALYARD 389 Clyde Fitzgerald Road Linwood, North Carolina 27299 (336)248-7300 PAT MCCRORY Goveinor s` ' ' DONALD R. VAN DER VAART Secretary S. JAY ZIMMERMAN Director Water Resources ENVIRONMENTAL QUALITY PERMIT NAME/OWNERSHIP CHANGE FORM I. CURRENT PERMIT INFORMATION: Permit Number: NCG500098 1 Facility Name. Halyard Health Corporation II. NEW OWNER/NAME INFORMATION: 1. This request for a name change is a result of _X_a. Change in ownership of property/company b. Name change only X c Other. Transfer of permit from parent Company to wholly-owned subsidiary 2. New owner's name (name to be put on permit): Halyard North Carolina LLC 3. New owner's or signing official's name and title: Richard J Tucker (Person legally responsible for permit) Plant Manager (Title) 4. Mailing address. 389 Clyde Fitzgerald Rd City. Linwood State. N.C. Zip Code. 27292 Phone. (336) 248-7301 E-mail address. nchard.tucker(a�hyh.com THIS APPLICATION PACKAGE WILL NOT BE ACCEPTED BY THE DIVISION UNLESS ALL OF THE APPLICABLE ITEMS LISTED BELOW ARE INCLUDED WITH THE SUBMITTAL. REQUIRED ITEMS: 1. This completed application form 2. Legal documentation of the transfer of ownership (such as a property deed, articles of incorporation, or sales agreement) [see reverse side of this page for signature requirements] State of North Carolina I Environmental Quality I Water Resources 1617 Mail Service Center I Raleigh,NC 27699-1617 919 807 6300 919-807-6389 FAX https://deq.nc.gov/about/divisions/water-resources/water-resources-permits/wastewater-branch/npdes-wastewater-permits NPDES Name&Ownership Change Page 2 of 2 Applicant's Certification: I, Richard J Tucker, attest that this application for a name/ownership change has been reviewed and is accurate and complete to the best of my knowledge. I understand that if all required parts of this application are not completed and that if all required supporting information and attachments are not included, this application package will be returned as incomplete. Signature: _ �/ Date: /_/rrmy Yg THE COMPLETED A'PLICATION PACKAGE, INCLUDING ALL SUPPORTING INFORMATION & MATERIALS, SHOULD BE SENT TO THE FOLLOWING ADDDRESS: NC DEQ/ DWR/ NPDES 1617 Mail Service Center Raleigh, North Carolina 27699-1617 Version 7/2016 4, NORTH CAROLINA , `► \�n9 Department of the Secretary of State To all whom these presents shall come, Greetings: I, Elaine F. Marshall, Secretary of State of the State of North Carolina, do hereby certify the following and hereto attached to be a true copy of ARTICLES OF ORGANIZATION OF HALYARD NORTH CAROLINA, LLC the original of which was filed in this office on the 27th day of April, 2018. `` o _ Tho IN WITNESS WHEREOF,I have hereunto set my �' - \ r::•Mit•;fir, hand and affixed my official seal at the City of 31r it ' _ 4N �;• Raleigh,this 27th day of April,2018. f lam-. it .. `ii.42 � ' 'i�1,1 Y '0 : ; ..(i.0:#0,--:?...n7 a.,1......,..,-....if,.. "„kete.,.....4- re.i..4.1aie \\:'�Cs a� Yi" Scan to verify online. Certification#C201811701614-1 Reference#C201811701614-1 Page:1 of 4 Secretary of State Verify this certificate online at http://www.sosnc.gov/verification • SOSID:1381334 / • Date Filed:4/27/2018 2:17:00 PM Effective: 4/30/2018 • Elaine F.Marshall Slate Of North Carolina North Carolina Secretary of State • Department of the Secretary of State C2 O l S 117 01614 ARTICLES OF ORGANIZATION INCLUDING ARTICLES OF CONVERSION Pursuant to §§ 57D-2-21, 57D-9-20 and 57D-9-22 of the General Statutes of North Carolina,the undersigned • converting business entity does hereby submit these Articles of Organization Including Articles of Conversion for the purpose of forming a limited liability company pursuant to the conversion of another eligible entity. 1. The name of the limited liability company is: Halyard North Carolina, LLC The limited liability company is being formed pursuant to a conversion of another business entity. (See Item I of the Instructions for appropriate entity designation) 2. The name of the converting business entity is: Halyard North Carolina, Inc. • and the organization and internal affairs of the converting business entity are governed by the laws of the • state or country of North Carolina A plan of conversion has been approved by the converting business entity as required by law. 3. The converting business entity is a(check one): 1 domestic corporation; ❑foreign corporation; 0 foreign limited liability company;❑domestic limited partnership; ❑ foreign limited partnership;❑domestic registered limited liability partnership; ❑foreign limited liability partnership;❑professional corporation;or❑ other partnership as defined in G.S. 59-36,whether or not formed under the laws of North Carolina. • 4. The mailing address of the converting entity prior to the conversion is: Number and Street: 5405 Windward Parkway City: Alpharetta State: GA Zip Code: 30004 • County: Fulton If different,the mailing address of the resulting business entity is: - Number and Street: City: State: Zip Code: County: 5. • The name and address of each person executing these articles of organization is as follows: (State whether each person is executing these articles of organization in the capacity of a member, organizer or both)Note: This document must be signed by all persons listed. Avent, Inc., (Member), 6951 East Southpoint Road, Tucson, AZ 85756-9407 BUSINESS REGISTRATION DIVISION P O.BOX 29622 RALEIGH,NC 27626-0622 (Revised July 2017) Page 2 (Form L-0M) Certification#C201811701614-1 Reference#C201811701614-Page:2 of 4 6. The name of the initial registered agent is: Corporation Service Company 7. The street address and county of the initial registered office of the limited liability company is: Number and Street: 2626 Glenwood Avenue, Suite 550 City: Raleigh State:NC Zip Code: 27608 County: Wake S. The North Carolina mailing address,if different from the street address, of the initial registered office is: Number and Street: City:• - - - State:NC Zip-Code: County: - " 9. Principal Office.Information:Select either a or h. . a. 0 The limited liability.company has a principal office. The principal office telephone number: (678) 425-9273 The street address and county of the principal office of the a limited liability company is: • Number and Street: 5405 Windward Parkway City: Alpharetta State: GA Zip Code: 30004 County: Fulton The mailing address,if different from the street address, of the principal office of the limited liability company is' - Number and Street: - - - City: State: Zip Code: County: b. n The limited liability company does not have a principal office. 10. Any other provisions which the limited liability company elects to include(e.g.,the•purpose of the entity) are attached. 11. (Optional):Please provide a business email address: The Secretary of State's Office will e-mail the business automatically at the address provided at no charge when a document is filed. The e-mail provided will not be viewable on the website. For more information on why this service is being offered,please see the instructions for this document. • BUSINESS REGISTRATION DIVISION P.O.BOX 29622 RALEIGH.NC 27626-0622 (Revised July 2017) Page 3 - " " • • " " . - (Form L-01A) Certification#C201811701614-1 Referenee#0201811701614-Page:3 of 4 a _ 12. These articles will be effective upon filing,unless a future date is specified:Effective 12:01 am,April 30,2018 This is the 25 day of April ,20 18 Avent, I . (Optio al:Bu ess Entity Name) - Si.• ure Ross Mansbach, VP & Secretary Type or Print Name and Title The below space to be used if more than one organizer or member is listed in item#5 above. -• (Optional:Business Entity Name) (Optional:Business Entity Name) Signature Signature Type or Print Name and Title Type or Print Name and Title I (Optional:Business Entity Name) (Optional:Business Entity Name) s signature - Signature ' Type or Print Name and Title Type or Print Name and Title • NOTES: - I, Filing fee is SI25. This document must he filed with the Secretary of State. BUSINESS REGISTRATION DIVISION P.O.BOX 29622 RALEIGH,NC 27626-0622 (Revised July 2017) Page 4 (FormL-OlA) I Certificatiion#C201811701614-1 Reference#C201811701614-Page:4 of 4 ASSIGNMENT OF MEMBERSHIP INTERESTS Reference is made to that certain Purchase Agreement,dated as of October 31,2017(the"Purchase Agreement"), by and among Halyard Health,Inc., a Delaware corporation("Parent"), each of the Sellers(as defined in the Purchase Agreement),including Avent,Inc.("Assignor"),and Owens& Minor,Inc.,a Virginia corporation("Buyer"). For value received and pursuant to the Purchase Agreement, Assignor hereby assigns, transfers and delivers unto O&M Halyard, Inc., a Virginia corporation and a wholly owned subsidiary of Buyer("O&M Halyard"), all of Assignor's right,title and interest to the membership interests of Halyard North Carolina, LLC, a North Carolina limited liability company (f/k/a Halyard North Carolina,Inc.)(the"Company"),held by Assignor(collectively,the"Membership Interests")free and clear of all Encumbrances other than Permitted Encumbrances(each as defined in the Purchase Agreement), and hereby irrevocably constitutes and appoints Buyer as attorney to transfer the Membership Interests on the books of the Company with full power of substitution in the premises, and O&M Halyard hereby accepts such assignment. i AVENT,INC. S' By: Name: Ross Mans1acfi Title: Vice President and Secretary [Signature Page to Membership Interest Assignment]