Exhibit 25.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
Statement of Eligibility Under the
Trust Indenture Act of 1939 of a Corporation
Designated to Act as Trustee
oCheck if an application to determine eligibility of a trustee
pursuant to section 305(b)(2)
Branch Banking and Trust Company
(Exact name of trustee as specified in its charter)
| | |
North Carolina | | 56-0149200 |
(Jurisdiction of incorporation or organization | | (I.R.S. Employer Identification Number) |
if not a U.S. national bank) | | |
200 West Second Street
Winston-Salem, North Carolina 27101
(Address of principal executive offices) (Zip Code)
Robert J. Johnson, Jr., Esq.
c/o BB&T Corporation
200 West Second Street
Winston-Salem, North Carolina 27101
(336) 733-2000
(Name, address and telephone number of agent for service)
Hanesbrands Inc.
(Exact name of obligor as specified in its charter)
| | |
Maryland | | 20-3552316 |
(State or other jurisdiction of | | (I.R.S. Employer Identification Number) |
incorporation or organization) |
1000 East Hanes Mill Road
Winston-Salem, North Carolina 27105
(Address of principal executive offices) (Zip Code)
| | | | |
BA International, L.L.C. | | Delaware | | 20-3151349 |
Caribesock, Inc. | | Delaware | | 36-4311677 |
Caribetex, Inc. | | Delaware | | 36-4147282 |
CASA International, LLC | | Delaware | | 01-0863412 |
Ceibena Del, Inc. | | Delaware | | 36-4165547 |
Hanes Menswear, LLC | | Delaware | | 66-0320041 |
Hanes Puerto Rico, Inc. | | Delaware | | 36-3726350 |
Hanesbrands Direct, LLC | | Colorado | | 20-5720114 |
Hanesbrands Distribution, Inc. | | Delaware | | 36-4500174 |
HBI Branded Apparel Enterprises, LLC | | Delaware | | 20-5720055 |
HBI Branded Apparel Limited, Inc. | | Delaware | | 35-2274670 |
HbI International, LLC | | Delaware | | 01-0863413 |
HBI Sourcing, LLC | | Delaware | | 20-3552316 |
Inner Self LLC | | Delaware | | 36-4413117 |
Jasper-Costa Rica, L.L.C. | | Delaware | | 51-0374405 |
Playtex Dorado, LLC | | Delaware | | 13-2828179 |
Playtex Industries, Inc. | | Delaware | | 51-0313092 |
Seamless Textiles, LLC | | Delaware | | 36-4311900 |
UPCR, Inc. | | Delaware | | 36-4165638 |
UPEL, Inc. | | Delaware | | 36-4165642 |
GearCo, Inc. | | Delaware | | 20-5919553 |
GFSI Holdings, Inc. | | Delaware | | 74-2810744 |
GFSI, Inc. | | Delaware | | 74-2810748 |
CC Products, Inc. | | Delaware | | 48-1244929 |
Event 1, Inc. | | Kansas | | 48-1197012 |
(Exact name of co-obligor as specified in | | (State or other jurisdiction of | | (I.R.S. Employer Identification |
its charter) | | incorporation or | | Number) |
| | organization) | | |
c/o Hanesbrands Inc.
1000 East Hanes Mill Road
Winston-Salem, North Carolina 27105
(Address of principal executive offices) (Zip Code)
Debt Securities
(Title of the indenture securities)
1. | | General information. |
|
| | Furnish the following information as to the trustee: |
| (a) | | Name and address of each examining or supervising authority to which it is subject. |
| | |
NORTH CAROLINA COMMISSIONER OF BANKS | | RALEIGH, NORTH CAROLINA 27603 |
| | |
FEDERAL RESERVE BANK | | RICHMOND, VIRGINIA 23219 |
| | |
FEDERAL DEPOSIT INSURANCE CORPORATION | | WASHINGTON, D.C. 20429 |
| (b) | | Whether it is authorized to exercise corporate trust powers. |
|
| | | YES. |
2. | | Affiliations with obligor. |
|
| | If the obligor is an affiliate of the trustee, describe each such affiliation. |
|
| | NONE. |
3-12. | | NO RESPONSES ARE INCLUDED FOR ITEMS 3 THROUGH 12. RESPONSES TO THOSE ITEMS ARE NOT REQUIRED BECAUSE, AS PROVIDED IN GENERAL INSTRUCTION B AND AS SET FORTH IN ITEMS 13(a) AND 13(b) BELOW, TO THE BEST OF THE TRUSTEE’S KNOWLEDGE, THE OBLIGOR IS NOT IN DEFAULT ON ANY SECURITIES ISSUED UNDER INDENTURES UNDER WHICH BRANCH BANKING AND TRUST COMPANY IS A TRUSTEE. |
|
13. | | Defaults by the Obligor. |
| (a) | | State whether there is or has been a default with respect to the securities under this indenture. Explain the nature of any such default. |
|
| | | TO THE BEST OF THE TRUSTEE’S KNOWLEDGE, THERE IS NOT AND HAS NOT BEEN ANY DEFAULT UNDER THIS INDENTURE. |
|
| (b) | | If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, or is trustee for more than one outstanding series of securities under the indenture, state whether there has been a default under any such indenture or series, identify the indenture or series affected, and explain the nature of any such default. |
| | | TO THE BEST OF THE TRUSTEE’S KNOWLEDGE, THERE HAS NOT BEEN ANY SUCH DEFAULT. |
14-15. | | NO RESPONSES ARE INCLUDED FOR ITEMS 14 AND 15. RESPONSES TO THOSE ITEMS ARE NOT REQUIRED BECAUSE, AS PROVIDED IN GENERAL INSTRUCTION B AND AS SET FORTH IN ITEMS 13(a) AND 13(b) ABOVE, TO THE BEST OF THE TRUSTEE’S KNOWLEDGE, THE OBLIGOR IS NOT IN DEFAULT ON ANY SECURITIES ISSUED UNDER INDENTURES UNDER WHICH BRANCH BANKING AND TRUST COMPANY IS A TRUSTEE. |
|
16. | | List of exhibits. |
|
| | List below all exhibits filed as a part of this statement of eligibility; exhibits identified by an asterisk or asterisks are filed with the Securities and Exchange Commission and are incorporated herein by reference as exhibits hereto pursuant to Rule 7a-29 under the Trust Indenture Act of 1939, as amended. |
| 1.* | | A copy of the restated articles of incorporation of Branch Banking and Trust Company. |
|
| 2.* | | A copy of the certificate of authority of the trustee to commence business. |
|
| 3. | | A copy of the authorization of the trustee to exercise corporate trust powers. |
|
| 4.* | | A copy of the existing by-laws of the trustee as now in effect. |
|
| 5. | | Not applicable. |
|
| 6. | | The consent of the trustee required by Section 321(b) of the Trust Indenture Act of 1939. |
|
| 7. | | A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. |
|
| 8. | | Not applicable. |
|
| 9. | | Not applicable. |
* | | Incorporated by reference to the exhibit of the same number to the trustee’s Statement of Eligibility on Form T-1 filed as Exhibit 25.1 to the Registration Statement on Form S-3ASR (Commission File No. 333-142343) filed on April 25, 2007. |
Signature
Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, Branch Banking and Trust Company, a state banking corporation organized and existing under the laws of the State of North Carolina, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilson and the State of North Carolina, on the 10th day of December 2010.
| | | | |
| | Branch Banking and Trust Company |
| | | | |
| | By: | | /s/ Gregory Yanok |
| | | | |
| | | | Gregory Yanok Vice President |
Exhibit 1 to Form T-1
ARTICLES OF ASSOCIATION
OF
BRANCH BANKING AND TRUST COMPANY
Incorporated by reference to the exhibit of the same number to the trustee’s
Statement of Eligibility on Form T-1 filed as Exhibit 25.1 to the
Registration Statement on Form S-3ASR
(Commission File No. 333-142343) filed on April 25, 2007.
Exhibit 2 to Form T-1
CERTIFICATE OF AUTHORITY OF
BRANCH BANKING AND TRUST COMPANY
TO COMMENCE BUSINESS
Incorporated by reference to the exhibit of the same number to the trustee’s
Statement of Eligibility on Form T-1 filed as Exhibit 25.1 to the
Registration Statement on Form S-3ASR
(Commission File No. 333-142343) filed on April 25, 2007.
Exhibit 3 to Form T-1
AUTHORIZATION OF
BRANCH BANKING AND TRUST COMPANY
TO EXERCISE CORPORATE TRUST POWERS
Authority to Act as Fiduciary without Bond
[Seal of State of North Carolina Commissioner of Banks]
State of North Carolina
Branch Banking and Trust Company having paid the $200 fee as required by G.S. § 53-160, and otherwise being empowered to exercise fiduciary powers, is hereby granted a license to act as Guardian, Trustee, Assignee, Receiver, Executor, or Administrator without bond as provided by law.
| | |
[Seal] | | WITNESS my signature and official seal this the 10th day of December, 2009. |
| | |
| | /s/ Joseph A. Smith, Jr. |
| | |
| | Joseph A. Smith, Jr. Commissioner of Banks |
Expires December 31, 2010
North Carolina Commissioner of Banks, 316 W. Edenton Street, 4309 Mail Service Center, Raleigh, NC 27699-4309
Telephone: 919/733-3016 Fax: 919/733-6918 Internet: http://www.nccob.org
Exhibit 4 to Form T-1
BYLAWS OF
BRANCH BANKING AND TRUST COMPANY
Incorporated by reference to the exhibit of the same number to the trustee’s
Statement of Eligibility on Form T-1 filed as Exhibit 25.1 to the
Registration Statement on Form S-3ASR
(Commission File No. 333-142343) filed on April 25, 2007.
Exhibit 5 to Form T-1
(Intentionally Omitted. Not Applicable.)
Exhibit 6 to Form T-1
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, in connection with the proposed exchange of the Debt Securities of Hanesbrands Inc., Branch Banking and Trust Company hereby consents that reports of examinations by Federal, State, Territorial or District Authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor.
| | | | |
| | Branch Banking and Trust Company |
| | | | |
December 10, 2010 | | By: | | /s/ Gregory Yanok |
| | | | |
| | | | Gregory Yanok Vice President |
Exhibit 7 to Form T-1
REPORT OF CONDITION
BRANCH BANKING AND TRUST COMPANY
At the close of business September 30, 2010, published in accordance with Federal regulatory authority instructions.
| | | | |
| | Dollar Amounts |
ASSETS | | in Thousands |
Cash and balances due from depository institutions: | | | | |
Noninterest-bearing balance and currency and coin (1) | | | 1,224,485 | |
Interest-bearing balances | | | 920,039 | |
Securities: | | | | |
Held-to-maturity securities | | | 0 | |
Available-for-sale securities | | | 24,154,134 | |
Federal funds sold and securities purchased under agreements to resell: | | | | |
Federal funds sold in domestic offices | | | 829,325 | |
Securities purchased under agreements to resell | | | 0 | |
Loans and lease financing receivables: | | | | |
Loans and leases held for sale | | | 3,832,915 | |
Loans and leases, net of unearned income | | | 97,728,587 | |
LESS: Allowance for loan and lease losses | | | 2,390,136 | |
Loans and leases, net of unearned income and allowance | | | 95,338,451 | |
Trading assets | | | 1,019,930 | |
Premises and fixed assets (including capitalized leases) | | | 1,817,735 | |
Other real estate owned | | | 1,600,036 | |
Investments in unconsolidated subsidiaries and associated companies | | | 1,020,090 | |
Direct and indirect investments in real estate ventures | | | 0 | |
Intangible assets: | | | | |
Goodwill | | | 5,793,117 | |
Other intangible assets | | | 1,197,651 | |
Other assets: | | | 12,797,540 | |
| | | |
| | | | |
Total assets | | | 151,545,448 | |
| | | |
| | |
(1) | | Includes cash items in process of collection and unposted debits. |
| | | | |
| | Dollar Amounts |
LIABILITIES | | in Thousands |
Deposits: | | | | |
In domestic offices | | | 101,111,395 | |
Noninterest-bearing | | | 20,647,105 | |
Interest-bearing | | | 80,464,290 | |
In foreign offices, Edge and Agreement subsidiaries, and IBFs: | | | 4,511,982 | |
Noninterest-bearing | | | 125,425 | |
Interest-bearing | | | 4,386,557 | |
Federal funds purchased and securities sold under agreements to repurchase: | | | | |
Federal funds purchased in domestic offices | | | 28,140 | |
Securities sold under agreements to repurchase | | | 1,037,826 | |
Trading liabilities | | | 795,899 | |
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) | | | 17,158,999 | |
Not applicable | | | | |
Not applicable | | | | |
Subordinated notes and debentures | | | 1,533,716 | |
Other liabilities | | | 5,191,928 | |
| | | |
| | | | |
Total liabilities | | | 131,369,885 | |
| | | |
| | | | |
EQUITY CAPITAL | | | | |
Perpetual preferred stock and related surplus | | | 0 | |
Common stock | | | 24,437 | |
Surplus (excludes all surplus related to preferred stock) | | | 13,281,821 | |
Not Available | | | | |
Retained earnings | | | 4,245,330 | |
Accumulated other comprehensive income | | | (335,737 | ) |
Other equity capital components | | | 0 | |
Not available | | | | |
Total bank equity capital | | | 17,215,851 | |
Noncontrolling (minority) interests in consolidated subsidiaries | | | 2,959,712 | |
| | | |
Total equity capital | | | 20,175,563 | |
| | | |
| | | | |
Total liabilities and equity capital | | | 151,545,448 | |
| | | |
Exhibit 8 to Form T-1
(Intentionally Omitted. Not Applicable.)
Exhibit 9 to Form T-1
(Intentionally Omitted. Not Applicable.)