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
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) ¨
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
(Jurisdiction of incorporation if not a U.S. national bank) | 95-3571558 (I.R.S. employer identification no.) | |
700 South Flower Street Suite 500 Los Angeles, California (Address of principal executive offices) | 90017 (Zip code) | |
TransDigm Inc.
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 34-1750032 (I.R.S. employer identification no.) | |
1301 East 9th Street, Suite 3000 Cleveland, Ohio (Address of principal executive offices) | 44114 (Zip code) | |
TransDigm Group Incorporated
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 41-2101738 (I.R.S. employer identification no.) | |
1301 East 9th Street, Suite 3000 Cleveland, Ohio (Address of principal executive offices) | 44114 (Zip code) | |
CHAMPION AEROSPACE LLC
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 58-2623644 (I.R.S. employer identification no.) | |
1230 Old Norris Road Liberty, South Carolina (Address of principal executive offices) | 29657 (Zip code) | |
ADAMS RITE AEROSPACE, INC.
(Exact name of obligor as specified in its charter)
California (State or other jurisdiction of incorporation or organization) | 95-4056812 (I.R.S. employer identification no.) | |
4141 North Palm Street Fullerton, California (Address of principal executive offices) | 92835 (Zip code) | |
- 2 -
MARATHONNORCO AEROSPACE, INC.
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 74-2707437 (I.R.S. employer identification no.) | |
8301 Imperial Drive Waco, Texas (Address of principal executive offices) | 76712 (Zip code) | |
AVIONIC INSTRUMENTS LLC
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 13-2666109 (I.R.S. employer identification no.) | |
1414 Randolph Avenue Avenel, New Jersey (Address of principal executive offices) | 07001-2402 (Zip code) | |
SKURKA AEROSPACE INC.
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 20-2042650 (I.R.S. employer identification no.) | |
4600 Calle Bolero, P.O. Box 2869 Camarillo, California (Address of principal executive offices) | 93011-2869 (Zip code) | |
- 3 -
CDA INTERCORP LLC
(Exact name of obligor as specified in its charter)
Florida (State or other jurisdiction of incorporation or organization) | 59-1285683 (I.R.S. employer identification no.) | |
450 Goolsby Blvd. Deerfield, Florida (Address of principal executive offices) | 33442 (Zip code) | |
AVIATION TECHNOLOGIES, INC.
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 04-3750236 (I.R.S. employer identification no.) | |
1301 East 9th Street, Suite 3000 Cleveland, Ohio (Address of principal executive offices) | 44114 (Zip code) | |
AVTECHTYEE, INC.
(Exact name of obligor as specified in its charter)
Washington (State or other jurisdiction of incorporation or organization) | 91-0761549 (I.R.S. employer identification no.) | |
6500 Merrill Creek Parkway Everett, Washington (Address of principal executive offices) | 98203 (Zip code) | |
- 4 -
TRANSICOIL LLC
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 26-0084182 (I.R.S. employer identification no.) | |
9 Iron Bridge Drive Collegeville, Pennsylvania (Address of principal executive offices) | 19426 (Zip code) | |
MALAYSIAN AEROSPACE SERVICES, INC.
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 20-4894903 (I.R.S. employer identification no.) | |
1301 East 9th Street, Suite 3000 Cleveland, Ohio (Address of principal executive offices) | 44114 (Zip code) | |
AEROCONTROLEX GROUP, INC.
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 26-0379798 (I.R.S. employer identification no.) | |
4223 Monticello Blvd. South Euclid, Ohio (Address of principal executive offices) | 44121 (Zip code) | |
- 5 -
ACME AEROSPACE, INC.
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 16-0324980 (I.R.S. employer identification no.) | |
528 W. 21st Street, Suite 6 Tempe, Arizona (Address of principal executive offices) | 85282 (Zip code) | |
DUKES AEROSPACE, INC.
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 27-1368976 (I.R.S. employer identification no.) | |
9060 Winnetka Avenue Northridge, California (Address of principal executive offices) | 91324 (Zip code) | |
CEF INDUSTRIES, LLC
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 36-2056886 (I.R.S. employer identification no.) | |
320 South Church Street Addison, Illinois (Address of principal executive offices) | 60101 (Zip code) | |
- 6 -
BRUCE AEROSPACE INC.
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 26-0658833 (I.R.S. employer identification no.) | |
101 Evans Avenue Dayton, Nevada (Address of principal executive offices) | 89403 (Zip code) | |
BRUCE INDUSTRIES INC.
(Exact name of obligor as specified in its charter)
Colorado (State or other jurisdiction of incorporation or organization) | 20-8487769 (I.R.S. employer identification no.) | |
101 Evans Avenue Dayton, Nevada (Address of principal executive offices) | 89403 (Zip code) | |
AERO-INSTRUMENTS CO., LLC
(Exact name of obligor as specified in its charter)
Ohio (State or other jurisdiction of incorporation or organization) | 34-1961289 (I.R.S. employer identification no.) | |
14901 Emery Avenue Cleveland, Ohio (Address of principal executive offices) | 44135 (Zip code) | |
- 7 -
SEMCO INSTRUMENTS, INC.
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 95-2500600 (I.R.S. employer identification no.) | |
25700 Rye Canyon Road Valencia, California (Address of principal executive offices) | 91355 (Zip code) | |
HARTWELL CORPORATION
(Exact name of obligor as specified in its charter)
California (State or other jurisdiction of incorporation or organization) | 95-1936254 (I.R.S. employer identification no.) | |
900 S. Richfield Road Placentia, California (Address of principal executive offices) | 92870 (Zip code) | |
MCKECHNIE AEROSPACE DE, INC.
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 20-8964837 (I.R.S. employer identification no.) | |
1301 East 9th Street, Suite 3000 Cleveland, Ohio (Address of principal executive offices) | 44114 (Zip code) | |
- 8 -
MCKECHNIE AEROSPACE HOLDINGS, INC.
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 26-0181650 (I.R.S. employer identification no.) | |
1301 East 9th Street, Suite 3000 Cleveland, Ohio (Address of principal executive offices) | 44114 (Zip code) | |
MCKECHNIE AEROSPACE INVESTMENTS, INC.
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 58-2430801 (I.R.S. employer identification no.) | |
1301 East 9th Street, Suite 3000 Cleveland, Ohio (Address of principal executive offices) | 44114 (Zip code) | |
MCKECHNIE AEROSPACE US LLC
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 27-0127704 (I.R.S. employer identification no.) | |
1301 East 9th Street, Suite 3000 Cleveland, Ohio (Address of principal executive offices) | 44114 (Zip code) | |
- 9 -
TEXAS ROTRONICS, INC.
(Exact name of obligor as specified in its charter)
Texas (State or other jurisdiction of incorporation or organization) | 74-2925673 (I.R.S. employer identification no.) | |
601 West Elizabeth Street Brownsville, Texas (Address of principal executive offices) | 78520 (Zip code) | |
WESTERN SKY INDUSTRIES, LLC
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 94-3033701 (I.R.S. employer identification no.) | |
2600 S. Custer Ave. Wichita, Kansas (Address of principal executive offices) | 67217 (Zip code) | |
SCHNELLER HOLDINGS, LLC
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 87-0802607 (I.R.S. employer identification no.) | |
6019 Powdermill Rd. Kent, Ohio (Address of principal executive offices) | 44240 (Zip code) | |
- 10 -
SCHNELLER INTERNATIONAL SALES CORP.
Exact name of obligor as specified in its charter)
Ohio (State or other jurisdiction of incorporation or organization) | 34-2041979 (I.R.S. employer identification no.) | |
6019 Powdermill Rd. Kent, Ohio (Address of principal executive offices) | 44240 (Zip code) | |
AMSAFE – C SAFE, INC.
Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 32-0261761 (I.R.S. employer identification no.) | |
1301 East 9th Street, Suite 3000 Cleveland, Ohio (Address of principal executive offices) | 44114 (Zip code) | |
SCHNELLER LLC
Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 87-0802616 (I.R.S. employer identification no.) | |
6019 Powdermill Rd. Kent, Ohio (Address of principal executive offices) | 44240 (Zip code) | |
- 11 -
HARCO LABORATORIES, INCORPORATED
Exact name of obligor as specified in its charter)
Connecticut (State or other jurisdiction of incorporation or organization) | 06-0691144 (I.R.S. employer identification no.) | |
186 Cedar Street Branford, Connecticut (Address of principal executive offices) | 06405 (Zip code) | |
AMSAFE GLOBAL HOLDINGS, INC.
Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 26-1268176 (I.R.S. employer identification no.) | |
1301 East 9th Street, Suite 3000 Cleveland, Ohio (Address of principal executive offices) | 44114 (Zip code) | |
AP GLOBAL HOLDINGS, INC.
Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 26-1171087 (I.R.S. employer identification no.) | |
1301 East 9th Street, Suite 3000 Cleveland, Ohio (Address of principal executive offices) | 44114 (Zip code) | |
- 12 -
AP GLOBAL ACQUISITION CORP.
Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 26-1172816 (I.R.S. employer identification no.) | |
1301 East 9th Street, Suite 3000 Cleveland, Ohio (Address of principal executive offices) | 44114 (Zip code) | |
AMSAFE INDUSTRIES, INC.
Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 32-0122263 (I.R.S. employer identification no.) | |
1301 East 9th Street, Suite 3000 Cleveland, Ohio (Address of principal executive offices) | 44114 (Zip code) | |
BRIDPORT HOLDINGS, INC.
Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 74-3127247 (I.R.S. employer identification no.) | |
1301 East 9th Street, Suite 3000 Cleveland, Ohio (Address of principal executive offices) | 44114 (Zip code) | |
- 13 -
AMSAFE, INC.
Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 36-3363619 (I.R.S. employer identification no.) | |
1043 N. 47th Avenue Phoenix, Arizona (Address of principal executive offices) | 85043 (Zip code) | |
AMSAFE COMMERCIAL PRODUCTS, INC.
Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 86-0774924 (I.R.S. employer identification no.) | |
22937 Gallatin Way Elkhart, Indiana (Address of principal executive offices) | 46514 (Zip code) | |
BRIDPORT-AIR CARRIER, INC.
Exact name of obligor as specified in its charter)
Washington (State or other jurisdiction of incorporation or organization) | 91-1887382 (I.R.S. employer identification no.) | |
1301 East 9th Street, Suite 3000 Cleveland, Ohio (Address of principal executive offices) | 44114 (Zip code) | |
- 14 -
BRIDPORT ERIE AVIATION, INC.
Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 25-1861935 (I.R.S. employer identification no.) | |
1317 West 12th Street Erie, Pennsylvania (Address of principal executive offices) | 16501 (Zip code) | |
5.50% Senior Subordinated Notes due 2020
and Guarantees of 5.50% Senior Subordinated Notes due 2020
(Title of the indenture securities)
- 15 -
| 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. |
Name | Address | |
Comptroller of the Currency United States Department of the Treasury | Washington, DC 20219 | |
Federal Reserve Bank | San Francisco, CA 94105 | |
Federal Deposit Insurance Corporation | Washington, DC 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.
| 16. | List of Exhibits. |
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).
| 1. | A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875). |
| 2. | A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948). |
| 3. | A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875). |
- 16 -
| 4. | A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-162713). |
| 6. | The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875). |
| 7. | A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. |
- 17 -
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, and State of Illinois, on the 6th day of February, 2013.
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. | ||
| By: | /S/ LAWRENCE M. KUSCH | |
| Name: | LAWRENCE M. KUSCH | |
| Title: | VICE PRESIDENT | |
- 18 -
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 400 South Hope Street, Suite 400, Los Angeles, CA 90071
At the close of business December 31, 2012, published in accordance with Federal regulatory authority instructions.
| Dollar Amounts in Thousands | ||||
ASSETS | ||||
Cash and balances due from depository institutions: | ||||
Noninterest-bearing balances and currency and coin | 1,455 | |||
Interest-bearing balances | 1,301 | |||
Securities: | ||||
Held-to-maturity securities | 0 | |||
Available-for-sale securities | 660,687 | |||
Federal funds sold and securities purchased under agreements to resell: | ||||
Federal funds sold | 73,000 | |||
Securities purchased under agreements to resell | 0 | |||
Loans and lease financing receivables: | ||||
Loans and leases held for sale | 0 | |||
Loans and leases, net of unearned income | 0 | |||
LESS: Allowance for loan and lease losses | 0 | |||
Loans and leases, net of unearned income and allowance | 0 | |||
Trading assets | 0 | |||
Premises and fixed assets (including capitalized leases) | 5,887 | |||
Other real estate owned | 0 | |||
Investments in unconsolidated subsidiaries and associated companies | 0 | |||
Direct and indirect investments in real estate ventures | 0 | |||
Intangible assets: | ||||
Goodwill | 856,313 | |||
Other intangible assets | 159,149 | |||
Other assets | 150,314 | |||
|
| |||
Total assets | $ | 1,908,106 | ||
|
| |||
1
LIABILITIES | ||||
Deposits: | ||||
In domestic offices | 498 | |||
Noninterest-bearing | 498 | |||
Interest-bearing | 0 | |||
Not applicable | ||||
Federal funds purchased and securities sold under agreements to repurchase: | ||||
Federal funds purchased | 0 | |||
Securities sold under agreements to repurchase | 0 | |||
Trading liabilities | 0 | |||
Other borrowed money: | ||||
(includes mortgage indebtedness and obligations under capitalized leases) | 0 | |||
Not applicable | ||||
Not applicable | ||||
Subordinated notes and debentures | 0 | |||
Other liabilities | 236,096 | |||
Total liabilities | 236,594 | |||
Not applicable | ||||
EQUITY CAPITAL | ||||
Perpetual preferred stock and related surplus | 0 | |||
Common stock | 1,000 | |||
Surplus (exclude all surplus related to preferred stock) | 1,121,520 | |||
Not available | ||||
Retained earnings | 544,518 | |||
Accumulated other comprehensive income | 4,474 | |||
Other equity capital components | 0 | |||
Not available | ||||
Total bank equity capital | 1,671,512 | |||
Noncontrolling (minority) interests in consolidated subsidiaries | 0 | |||
Total equity capital | 1,671,512 | |||
|
| |||
Total liabilities and equity capital | 1,908,106 | |||
|
| |||
I, Cherisse Waligura, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.
Cherisse Waligura ) CFO
We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.
Troy Kilpatrick, President | ) | |||||
Frank P. Sulzberger, MD | ) | Directors (Trustees) | ||||
William D. Lindelof, MD | ) |
2