Exhibit 25.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
| x | CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) |
LAW DEBENTURE TRUST COMPANY OF NEW YORK
(Exact name of trustee as specified in its charter)
| New York | 01-0622605 | |
(State or other jurisdiction of incorporation or organization if not a U.S. national bank) | (I.R.S. employer identification no.) | |
| 400 Madison Avenue, 4th Floor, New York, N.Y. | 10017 | |
| (Address of principal executive offices) | (Zip code) | |
Mediacom Broadband LLC
Mediacom Broadband Corporation
(Exact name of obligor as specified in its charter)
| Delaware | 06-1615412 | |
| Delaware | 06-1630167 | |
(State or other jurisdiction of incorporation or Organization) | (I.R.S. employer identification no.) | |
100 Crystal Run Road Middletown, New York | 10941 | |
| (Address of principal executive offices) | (Zip code) | |
6.375% Senior Notes due 2023
(Title of the indenture securities)
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 | |
Superintendent of Banks of the State of New York | One State Street, New York, N.Y. 10004-1417 and One Commerce Plaza, Albany, NY 12257 |
| (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 trustee as now in effect. (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-127469, which is incorporated by reference). |
| 2. | A copy of the certificate of authority of the trustee to commence business, if not contained in the articles of association. (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 333-127469, which is incorporated by reference). |
| 3. | A copy of the existing bylaws of the trustee, or instruments corresponding thereto. (see Exhibit 3 to Form T-1 filed in connection with Registration Statement No. 333-127469, which is incorporated by reference). |
| 4. | The consents of the trustee required by Section 321(b) of the Act. (see Exhibit 4 to Form T-1 filed in connection with Registration Statement 333-133414, which is incorporated by reference). |
| 5. | A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. |
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, Law Debenture Trust Company of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 13th day of March 2013.
| LAW DEBENTURE TRUST COMPANY OF NEW YORK | ||
| By | /s/ Frank Godino | |
| Frank Godino | ||
| Vice President | ||
Consolidated Report of Condition (attached as Exhibit 5 hereto) of
LAW DEBENTURE TRUST COMPANY OF NEW YORK
of 400 Madison Avenue, New York, NY 10017,
a limited purpose trust company (“LDTC-NY”) and U.S. subsidiary of Law Debenture Corporation plc, London, England (“Law Debenture”), at the close of business December 31, 2012, published with the Federal Financial Institutions Examination Council/Board of Governors of the Federal Reserve System, and in accordance with Chapter 2 of the Consolidated Laws of the State of New York Banking Department license granted on May 8, 2002.
I, Kevin T. O’Brien, Chief Executive Officer of Law Debenture Trust Company of New York do hereby declare that this Report of Condition has been prepared in conformance with instructions issued by the Board of Governors of the Federal Reserve System and is true to the best of my knowledge and belief.
IN WITNESS WHEREOF, I have executed this certificate the 13th day of March, 2013.
| /S/ Kevin T. O’Brien |
| Kevin T. O’Brien |
| Chief Executive Officer |
| Law Debenture Trust Company of New York |
I, James D. Heaney, Managing Director of Law Debenture Trust Company of New York, do hereby attest that the signature set forth above is the true and genuine signature of Kevin T. O’Brien, Chief Executive of Law Debenture Trust Company of New York.
| Attested by: | /S/ James D. Heaney | |
| Its: | Managing Director |
| Law Debenture Trust Company of New York | FFIEC 041 | Exhibit A | ||
| PAGE RC-5 13 |
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for December 31, 2012
All schedules are to be reported in thousands of dollars. Unless otherwise indicated,
report the amount outstanding as of the last business day of the quarter.
Schedule RC—Balance Sheet
Dollar Amounts in Thousands | RCON | Bil | Mil | Thou | ||||||||||||||
ASSETS | ||||||||||||||||||
1. Cash and balances due from depository institutions (from Schedule RC-A): | ||||||||||||||||||
a. Noninterest-bearing balances and currency and coin1 | 0081 | 1 | 446 | 1.a. | ||||||||||||||
b. Interest-bearing balances2 | 0071 | 3 | 511 | 1.b. | ||||||||||||||
2. Securities: | ||||||||||||||||||
a. Held-to-maturity securities (from Schedule RC-B, column A) | 1754 | 2.a. | ||||||||||||||||
b. Available-for-sale securities (from Schedule RC-B, column D) | 1773 | 2.b. | ||||||||||||||||
3. Federal funds sold and securities purchased under agreements to resell: | ||||||||||||||||||
a. Federal funds sold | B987 | 3.a. | ||||||||||||||||
b. Securities purchased under agreements to resell3 | B989 | 3.b. | ||||||||||||||||
4. Loans and lease financing receivables (from Schedule RC-C) | 5369 | 4.a. | ||||||||||||||||
a. Loans and leases held for sale | ||||||||||||||||||
b. Loans and leases, net of unearned income B528 | 4.b. | |||||||||||||||||
c. LESS: Allowance for loan and lease losses 3123 | 4.c. | |||||||||||||||||
d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) | B529 | 4.d. | ||||||||||||||||
5. Trading assets (from Schedule RC-D) | 3545 | 5. | ||||||||||||||||
6. Premises and fixed assets (including capitalized leases) | 2145 | 23 | 6. | |||||||||||||||
7. Other real estate owned (from Schedule RC-M | 2150 | 7. | ||||||||||||||||
8. Investments in unconsolidated subsidiaries and associated companies | 2130 | 8. | ||||||||||||||||
9. Direct and indirect investments in real estate ventures | 3656 | 9. | ||||||||||||||||
10. Intangible assets: | ||||||||||||||||||
a. Goodwill | 3163 | 10.a. | ||||||||||||||||
b. Other intangible assets (from Schedule RC-M) | 0426 | 10.b. | ||||||||||||||||
11. Other assets (from Schedule RC-F) | 2160 | 1 | 768 | 11. | ||||||||||||||
12. Total assets (sum of items 1 through 11) | 2170 | 6 | 748 | 12. | ||||||||||||||
| 1 | Includes cash items in process of collection and unposted debits. |
| 2 | Includes time certificates of deposit not held for trading. |
| 3 | Includes all securities resale agreements, regardless of maturity. |
| FFIEC 041 | ||||
| PAGE RC-6 14 |
Schedule RC—Continued
Dollar Amounts in Thousands | RCON | Bil | Mil | Thou | ||||||||||||||
LIABILITIES | ||||||||||||||||||
13. Deposits: | ||||||||||||||||||
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E) | 2200 | 13.a. | ||||||||||||||||
(1) Noninterest-bearing1 6631 | 13.a. | (1) | ||||||||||||||||
(2) Interest-bearing 6636 | 13.a. | (2) | ||||||||||||||||
b. Not applicable | ||||||||||||||||||
14. Federal funds purchased and securities sold under agreements to repurchase: | ||||||||||||||||||
a. Federal funds purchased2 | B993 | 14.a. | ||||||||||||||||
b. Securities sold under agreements to repurchase3 | B995 | 14.b. | ||||||||||||||||
15. Trading liabilities (from Schedule RC-D) | 3548 | 15. | ||||||||||||||||
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M) | 3190 | 16. | ||||||||||||||||
17. and 18. Not applicable | ||||||||||||||||||
19. Subordinated notes and debentures4 | 3200 | 19. | ||||||||||||||||
20. Other liabilities (from Schedule RC-G) | 2930 | 2 | 696 | 20. | ||||||||||||||
21. Total liabilities (sum of items 13 through 20) | 2948 | 2 | 696 | 21. | ||||||||||||||
22.Not applicable | ||||||||||||||||||
EQUITY CAPITAL | ||||||||||||||||||
Bank Equity Capital | ||||||||||||||||||
23. Perpetual preferred stock and related surplus | 3838 | 23. | ||||||||||||||||
24. Common stock | 3230 | 1 | 24. | |||||||||||||||
25. Surplus (excludes all surplus related to preferred stock) | 3839 | 3 | 376 | 25. | ||||||||||||||
26. a. Retained earnings | 3632 | 675 | 26.a. | |||||||||||||||
b. Accumulated other comprehensive income5 | B530 | 26.b. | ||||||||||||||||
c. Other equity capital components6 | A130 | 26.c. | ||||||||||||||||
27. a.Total bank equity capital (sum of items 23 through 26.c) | 3210 | 4 | 052 | 27.a. | ||||||||||||||
b.Noncontrolling (minority) interests in consolidated subsidiaries | 3000 | 27.b | ||||||||||||||||
28.Total equity capital (sum of items 27.a and 27.b) | G105 | 4 | �� | 052 | 28. | |||||||||||||
29.Total liabilities and equity capital (sum of items 21 and 28) | 3300 | 6 | 748 | 29. | ||||||||||||||
Memoranda
To be reported with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2011 |
| RCON | Number | |||||||||||||||
| M.1. | ||||||||||||||||||
1 = Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank 2 = Independent audit of the bank’s parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately) 3 = Attestation on bank management’s assertion on the effectiveness of the bank’s internal control over financial reporting by a certified public accounting firm | 4 = Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority)
5 = Directors’ examination of the bank performed by other external auditors (may be required by state chartering authority)
6 = Review of the bank’s financial statements by external auditors
7 = Compilation of the bank’ financial statements by external auditors
8 = Other audit procedures (excluding tax preparation work)
9 = No external audit work |
| ||||||||||||||||
| To be reported with the March Report of Condition. | RCON | MM | DD | |||||||||||||||
2. Bank’s fiscal year-end date | 8678 | M.2. | ||||||||||||||||
| 1 | Includes total demand deposits and noninterest-bearing time and savings deposits. |
| 2 | Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.” |
| 3 | Includes all securities repurchase agreements, regardless of maturity. |
| 4 | Includes limited-life preferred stock and related surplus. |
| 5 | Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, and minimum pension liability adjustments. |
| 6 | Includes treasury stock and unearned Employee Stock Ownership Plan shares. |