URS Energy & Construction, Inc
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AS'COM AECOM 609 720 2000 tel 510 Carnegie Center 609 720 2050 fax Princeton, NJ 08540 June 16, 2015 United States Nuclear Regulatory Commission Region I 2100 Renaissance Boulevard, Suite 100 King of Prussia, PA 19406-2713 Attention: Craig Z. Gordon Senior Health Physicist Re: Notice of Merger ComJ>letion for AECOM and URS Corporation - License 12-31469-01/tJ3t13fS~~" Dear Mr. Gordon: This letter is in response to your letter dated April 29, 2015 regarding the URS Energy & Construction NRC Materials License Number 12-31469-01. In that letter you requested the submittal of final written documentation of completion of the merger. In response to the request for additional information, please be advised that the Merger Transaction between AECOM Technology Corporation and URS Corporation (Delaware corporation) ("URS") closed on October l 7, 2014. See enclosed written documentation related to the merger, the two Certificates of Merger, for the two steps of the Merger Transaction, received and authenticated by the Delaware Secretary of State on October 17, 2014. Please note on January 5, 2015, AECOM Technology Corporation changed its name to AECOM, FEIN 61-1088522, a Delaware corporation. See enclosed written documentation related to the name change, Certificate of Amendment, received and authenticated by the Delaware Secretary of State on January 5, 2015. As described in the previous submittal, upon its acquisition, URS merged into a specially formed holding company, AECOM Global II, LLC, which became URS's successor in obligations. URS no longer maintains a separate corporate existence. However, legacy URS entities, including URS Energy & Construction, Inc. and all of its operating and holding ·companies around the world, are now a part of AECOM. See enclosed Attachment for a copy of the previous and new organizational structure. ********************** Sf~j·7c NM3S/RGM! MATERIALS·002 - ·- REC'D IN LAT fo -j, fe- IS:- Craig Z. Gordon June 16, 2015 Senior Health Physicist Page 2 If you have any questions or need any additional information regarding this matter please contact me at (609) 720-2212 or at [email protected]. Sincerely, enclosures cc. P. Hopson J. Sengenberger C. Szurgot D. Wise 'lJe[aware PAGE 1 'Ifie :First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF MERGER, WHICH MERGES: ''URS CORPORATION'', A DELAWARE CORPORATION, WITH AND INTO "ACM MOUNTAIN II, LLC" UNDER THE NAME OF "AECOM GLOBAL II, LLC", A LIMITED LIABILITY COMPANY ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE SEVENTEENTH DAY OF OCTOBER, A.D. 2014, AT 9:17 O'CLOCK A.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS. Jeffrey W. Bullock, Secretary of State 5561108 8100M C TION: 1788162 141303696 DATE: 10-17-14 You may verify this certificate online at corp.delaware.gov/authver.shtml , Sta~ of Delaware . Secretazy of State Division 0£ Corporations Delivered 09:17 AM 10/17/2014 FILED 09:17 AM 10/17/2014 SRV 141303696 - 5561108 FILE CERTIFICATE OF MERGER of URS CORPORATION (a Delaware corporation) with and into ACM Mountain II, LLC (a Delaware limited liability company) Under Section 18-209 of the Delaware Limited Liability Company Act and Under Section 264 of the General Corporation Law of the State of Delaware The undersigned ACM Mountain II, LLC, a Delaware limited liability company, hereby certifies the following information relating to the merger (the "Merger") of URS Corporation, a Delaware corporation, with and into ACM Mountain 11, LLC: FIRST: The names and state of organization of the constituent entities (the "Constituent Entities") in the Merger are: State of Formation ACM Mountain II, LLC Delaware URS Corporation Delaware SECOND: The Agreement and Plan of Merger, dated as of July 11, 2014, by and among AECOM Technology Corporation, ACM Mountain I, LLC, ACM Mountain II, LLC and URS Corporation (the "Merger Agreement") setting forth the terms and conditions of the Merger, has been approved, adopted, certified, executed and acknowledged by each of the Constituent Corporations in accordance with the provisions of Section 264 of the Delaware General Corporation Law and Section 18-209 of the Delaware Limited Liability Company Act. THIRD: As a result of the Merger, ACM Mountain II, LLC, a Delaware limited liability company, shall be the limited liability company surviving the merger. The name of the limited liability company surviving the Merger (the "Surviving LLC") shall be AECOM Global IT, LLC. FOURTH: Upon the effectiveness of the Merger, the Certificate of Formation of ACM Mountain II, LLC as in effect immediately prior to the Merger, shall be amended for the purpose of changing the name of the Surviving LLC from "ACM Mountain II, LLC" to "AECOM Global 11, LLC." 101805823_5 (Mountain - Merger Sub l_URS - Certificate of Merger (DE) (Second Merger)). DOC FIFTH: The executed Merger Agreement is on file at the principal place of business of the surviving limited liability company at 555 South Flower Street, Suite 3700, Los Angeles, CA 90071-2300. SIXTH: The Merger shall become effective upon filing with the Secretary of State of the State of Delaware. SEVENTH: A copy of the Merger Agreement will be furnished by the Surviving LLC, on request and without cost, to any stockholder or member, as applicable, of URS Corporation or ACM Mountain II, LLC. [Signature page follows] 2 IN WITNESS WHEREOF, the undersigned has executed and subscribed to this Certificate of Merger on behalf of ACM Mountain II, LLC as its authorized officer and hereby affirms, under penalties of perjury, that this Certificate of Merger is the act and deed of such corporation and that the facts stated herein are true. DATED: October 17, 2014 ACM MOUNTAIN II, LLC a Delaware limited liability company ~~~.,&JL Title: Authorized Person [Signature Page to Certificate ofMergerJ 'Defaware PAGE 1 'Ifie 'first State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "AECOM TECHNOLOGY CORPORATION", CHANGING ITS NAME FROM "AECOM TECHNOLOGY CORPORATION" TO "AECOM", FILED IN THIS OFFICE ON THE FIFTH DAY OF JANUARY, A.D. 2015, AT 1:30 O'CLOCK P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS. 0886293 8100 You may verify this certificate online at corp.delaware.gov/authver.shtml State of Delaware ,Secretazy of State Division of Corporations Delivered 01:30 I'M 01/05/2015 FILED 01:30 PM 01/05/2015 SRV 150007125 - 0886293 FILE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF AECOM TECHNOLOGY CORPORATION AECOM Technology Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), hereby certifies as follows: FIRST: That the following resolution was duly adopted by unanimous vote of the Board of Directors of the Corporation on November 20, 2014, proposing the following amendment to the Certificate oflncorporation of the Corporation: RESOLVED, that the Board declares it advisable and in the best interests of the Corporation to amend the Certificate oflncorporation of the Corporation to change the Corporation name to "AECOM". FURTHER RESOLVED, that Board hereby approves the preparation and filing of a Certificate of Amendment to the Certificate of Incorporation of the Corporation (the "Certificate of Amendment") to effect the name change of the Corporation. FURTHER RESOLVED, that the officers of the Corporation be, and each of them hereby is, authorized to execute, deliver and file the Certificate of Amendment with the Secretary of State of Delaware and to pay any fees related to such filing. SECOND: That the Certificate oflncorporation of the Corporation be amended by changing the FIRST Article thereof so that, as amended said Article shall read as follows: "FIRST: The name of the Corporation is AECOM. The Corporation was originally incorporated under the name The Riley Company, and the original Certificate oflncorporation of the Corporation was filed with the Secretary ofthe State of Delaware on January 31, 1980." THIRD: The aforesaid amendment to the Certificate oflncorporation will take effect on the 5th day of January, 2015. FOURTH: The aforesaid amendment to the Certificate oflncorporation was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware. FIFTH: All other provisions of the Certificate oflncorporation shall remain in full force and effect. IN WITNESS WHEREOF, the Corporation has caused this Certificate of 1 Amendment to be signed this 5 " day of January, 2015. AECOM Technology Corporation BytJtu«i~ Name: David Y. Gan Title: Senior Vice President, Assistant General Counsel and Assistant Secretary ~COM PRIOR TO ACQUISITION AFTER THE 17 OCTOBER 2014 ACQUISITION OF OF URS CORPORATION BY AECOM URS CORPORATION BY AECOM AECOM (Delaware corporation, USA) (Stock is traded on New York Stock Exchange under ACM symbol) l URS CORPORATION AECOM Global II, LLC (Stock is traded on New York Stock Exchange under URS symbol) Successor in interest to the obligations of URS CORPORATION (the Delaware corporation) (Delaware corporation, USA) (Delaware limited liability company, USA) I I All All legacy URS operating and holding subsidiary companies operating and holding subsidiary companies around the world including URS Corporation (a Nevada around the world including URS Corporation (a Nevada corporation) and URS Energy & Construction, Inc. and corporation) and URS Energy & Construction, Inc. and those within the Oil & Gas (Flint) business those within the Oil & Gas (Flint) business All ownership is 100% unless shown otherwise. CONFIDENTIAL AND PROPRIETARY .