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- S-4 Registration of securities issued in business combination transactions
- 3.3 Amended and Restated Certificate of Incorporation of Cellu Tissue Holdings, Inc.
- 3.4 Amended and Restated Bylaws of Cellu Tissue Holdings, Inc.
- 3.5 Certificate of Incorporation of Cellu Tissue Corporation-natural Dam.
- 3.6 Bylaws of Cellu Tissue Corporation-natural Dam.
- 3.7 Certificate of Incorporation of Cellu Tissue Corporation-neenah.
- 3.8 Bylaws of Cellu Tissue Corporation-neenah.
- 3.9 Certificate of Formation of Cellu Tissue LLC.
- 3.10 Limited Liability Company Agreement of Cellu Tissue LLC.
- 3.11 Restated Certificate of Partnership of Coastal Paper Company.
- 3.12 Amended and Restated General Partnership Agreement of Coastal Paper Company.
- 3.13 Certificate of Incorporation of Menominee Acquisition Corporation.
- 3.14 Bylaws of Menominee Acquisition Corporation.
- 3.15 Articles of Incorporation of Van Paper Company.
- 3.16 Bylaws of Van Paper Company.
- 3.17 Articles of Incorporation of Van Timber Company.
- 3.18 Bylaws of Van Timber Company.
- 3.19 Certificate of Formation of Cellu Tissue-thomaston, LLC.
- 3.20 Limited Liability Company Agreement of Cellu Tissue-thomaston, LLC.
- 3.21 Certificate of Formation of Cellu Tissue-long Island, LLC.
- 3.22 Limited Liability Company Agreement of Cellu Tissue-long Island, LLC.
- 3.23 Certificate of Incorporation of Cellu Tissue Corporation-oklahoma City.
- 3.24 Bylaws of Cellu Tissue Corporation-oklahoma City.
- 4.4 Supplemental Indenture, Dated December 27, 2010.
- 4.5 Notation of Guarantee, Dated December 27, 2010.
- 4.6 Joinder Agreement, Dated December 27, 2010.
- 4.9 Supplemental Indenture, Dated December 27, 2010
- 5.1 Opinion of Pillsbury Winthrop Shaw Pittman LLP
- 5.2 Opinion of Baker Donelson Bearman, Caldwell & Berkowitz, P.C.
- 8.1 Opinion of Pillsbury Winthrop Shaw Pittman LLP
- 12.1 Computation of Ratio of Earnings to Fixed Charges
- 21.1 Clearwater Paper Corporation Subsidiaries
- 23.1 Consent of KPMG LLP, Independent Registered Public Accounting Firm
- 23.2 Consent of Ernst & Young, Independent Registered Public Accounting Firm
- 23.3 Consent of Pricewaterhousecoopers LLP, Independent Registered Public Accounting
- 25.1 Statement of Eligibility of Trustee
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Notice of Guaranteed Delivery
- 99.3 Form of Letter to Brokers
- 99.4 Form of Letter to Clients
Exhibit 3.9
CERTIFICATE OF FORMATION
OF
CELLU TISSUE LLC
1. The name of the limited liability company is Cellu Tissue LLC (the “Company”),
2. The name of the Company’s registered agent is Corporation Service Company. The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, Delaware, 19808.
3. The filing of this Certificate of Formation shall be effective as of 6:59 a.m. EST on March 1, 2003 upon the conversion of Cellu Tissue Corporation into the Company effected by the filing with the Secretary of the State of Delaware of a Certificate of Conversion and this Certificate of Formation (the “Conversion”).
4. It is intended that the Conversion effect a complete liquidation of Cellu Tissue Corporation into Cellu Tissue Holdings, Inc. within the meaning of Sections 332,334(b)(l) and 337(a) of the Internal Revenue Code of 1986, as amended(the “Code”), and corresponding provisions of applicable state laws (and any successor provisions) pursuant to a plan of complete liquidation duly adopted by the sole shareholder and board of directors of Cellu Tissue Corporation.
5. It is intended that, in accordance with Treasury Regulations Sections 301,7701-2 and 301.7701·3 and corresponding provisions of applicable state tax laws (and any successor provisions), the Company be disregarded as an entity separate from Cellu Tissue Holdings, Inc., its sole member, for all income and franchise tax purposes.
IN WITNESS WHEREOF, the undersigned authorized person being the sole shareholder of Cellu Tissue LLC as of the date hereof and the sole member of the Company effective as of the Conversion, has executed this Certificate of Formation as of this 28th day of February, 2003.
Cellu Tissue LLC | ||
By: | /s/ Hugo E. Vivero | |
Name: | Hugo E. Vivero | |
Title: | Authorized Person |