Exhibit 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMT-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) |
WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
A National Banking Association | 94-1347393 | |
(Jurisdiction of incorporation or organization if not a U.S. national bank) | (I.R.S. Employer Identification No.) | |
101 North Phillips Avenue Sioux Falls, South Dakota | 57104 | |
(Address of principal executive offices) | (Zip code) |
Wells Fargo & Company
Law Department, Trust Section
MACN9305-175
Sixth Street and Marquette Avenue, 17th Floor
Minneapolis, Minnesota 55479
(612)667-4608
(Name, address and telephone number of agent for service)
CENTRAL GARDEN & PET COMPANY
(Exact name of obligor as specified in its charter)
Delaware | 68-0275553 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
1340 Treat Boulevard, Suite 600 Walnut Creek, CA | 94597 | |
(Address of principal executive offices) | (Zip code) |
Debt Securities
Subsidiary Guarantees of Debt Securities
(Title of the indenture securities)
GUARANTORS
Exact Name of Obligor as Specified in its Charter | State or Other Jurisdiction of Incorporation or Organization | I.R.S. Employer Identification Number | Address of Principal Executive Offices | |||
All-Glass Aquarium Co., Inc. | Wisconsin | 39-1144104 | c/o Central Garden & Pet Company 1340 Treat Boulevard, Suite 600 Walnut Creek, California 94597 | |||
Aquatica Tropicals, Inc. | Delaware | 47-1931804 | c/o Central Garden & Pet Company 1340 Treat Boulevard, Suite 600 Walnut Creek, California 94597 | |||
B2E Biotech, LLC | Delaware | 20-2228567 | c/o Central Garden & Pet Company 1340 Treat Boulevard, Suite 600 Walnut Creek, California 94597 | |||
B2E Corporation | New York | 11-3243032 | c/o Central Garden & Pet Company 1340 Treat Boulevard, Suite 600 Walnut Creek, California 94597 | |||
B2E Microbials, LLC | Delaware | 20-4794120 | c/o Central Garden & Pet Company 1340 Treat Boulevard, Suite 600 Walnut Creek, California 94597 | |||
B2E Manufacturing, LLC | Delaware | 27-1019314 | c/o Central Garden & Pet Company 1340 Treat Boulevard, Suite 600 Walnut Creek, California 94597 | |||
Blue Springs Hatchery, Inc. | Delaware | 20-2712744 | c/o Central Garden & Pet Company 1340 Treat Boulevard, Suite 600 Walnut Creek, California 94597 | |||
Farnam Companies, Inc. | Arizona | 86-0101524 | c/o Central Garden & Pet Company 1340 Treat Boulevard, Suite 600 Walnut Creek, California 94597 |
Florida Tropical Distributors International, Inc. | Delaware | 13-4226191 | c/o Central Garden & Pet Company 1340 Treat Boulevard, Suite 600 Walnut Creek, California 94597 | |||
Four Paws Products, Ltd. | New York | 11-2210716 | c/o Central Garden & Pet Company 1340 Treat Boulevard, Suite 600 Walnut Creek, California 94597 | |||
FourStar Microbial Products, LLC | Delaware | 27-0176880 | c/o Central Garden & Pet Company 1340 Treat Boulevard, Suite 600 Walnut Creek, California 94597 | |||
Gro Tec, Inc. | Georgia | 58-1734869 | c/o Central Garden & Pet Company 1340 Treat Boulevard, Suite 600 Walnut Creek, California 94597 | |||
Gulfstream Home & Garden, Inc. | Florida | 58-2255720 | c/o Central Garden & Pet Company 1340 Treat Boulevard, Suite 600 Walnut Creek, California 94597 | |||
Hydro-Organics Wholesale | California | 68-0446334 | c/o Central Garden & Pet Company 1340 Treat Boulevard, Suite 600 Walnut Creek, California 94597 | |||
IMS Southern, LLC | Utah | 47-5327235 | c/o Central Garden & Pet Company 1340 Treat Boulevard, Suite 600 Walnut Creek, California 94597 | |||
IMS Trading, LLC | Utah | 47-4194049 | c/o Central Garden & Pet Company 1340 Treat Boulevard, Suite 600 Walnut Creek, California 94597 | |||
Kaytee Products Incorporated | Wisconsin | 39-0399490 | c/o Central Garden & Pet Company 1340 Treat Boulevard, Suite 600 Walnut Creek, California 94597 | |||
K&H Manufacturing, LLC | Delaware | 20-8789809 | c/o Central Garden & Pet Company 1340 Treat Boulevard, Suite 600 Walnut Creek, California 94597 |
Matson, LLC | Washington | 20-0083295 | c/o Central Garden & Pet Company 1340 Treat Boulevard, Suite 600 Walnut Creek, California 94597 | |||
Midwest Tropicals LLC | Utah | 37-1870445 | c/o Central Garden & Pet Company 1340 Treat Boulevard, Suite 600 Walnut Creek, California 94597 | |||
New England Pottery, LLC | Delaware | 57-1198837 | c/o Central Garden & Pet Company 1340 Treat Boulevard, Suite 600 Walnut Creek, California 94597 | |||
NEXGEN Turf Research, LLC | Oregon | 20-5355094 | c/o Central Garden & Pet Company 1340 Treat Boulevard, Suite 600 Walnut Creek, California 94597 | |||
Pennington Seed, Inc. | Delaware | 58-2394553 | c/o Central Garden & Pet Company 1340 Treat Boulevard, Suite 600 Walnut Creek, California 94597 | |||
Pets International, Ltd. | Illinois | 36-3390302 | c/o Central Garden & Pet Company 1340 Treat Boulevard, Suite 600 Walnut Creek, California 94597 | |||
Quality Pets, LLC | Utah | 61-1852453 | c/o Central Garden & Pet Company 1340 Treat Boulevard, Suite 600 Walnut Creek, California 94597 | |||
Segrest, Inc. | Delaware | 13-4226185 | c/o Central Garden & Pet Company 1340 Treat Boulevard, Suite 600 Walnut Creek, California 94597 | |||
Segrest Farms, Inc. | Delaware | 56-2306146 | c/o Central Garden & Pet Company 1340 Treat Boulevard, Suite 600 Walnut Creek, California 94597 | |||
Sun Pet, Ltd. | Delaware | 20-3967065 | c/o Central Garden & Pet Company 1340 Treat Boulevard, Suite 600 Walnut Creek, California 94597 |
T.F.H. Publications, Inc. | Delaware | 22-1918893 | c/o Central Garden & Pet Company 1340 Treat Boulevard, Suite 600 Walnut Creek, California 94597 | |||
Wellmark International | California | 94-3273583 | c/o Central Garden & Pet Company 1340 Treat Boulevard, Suite 600 Walnut Creek, California 94597 |
Item 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. |
Comptroller of the Currency
Treasury Department
Washington, D.C.
Federal Deposit Insurance Corporation
Washington, D.C.
Federal Reserve Bank of San Francisco
San Francisco, California 94120
(b) | Whether it is authorized to exercise corporate trust powers. |
The trustee is authorized to exercise corporate trust powers.
Item 2.Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.
None with respect to the trustee.
No responses are included for Items3-14 of this FormT-1 because the obligor is not in default as provided under Item 13.
Item 15.Foreign Trustee. Not applicable.
Item 16.List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.
Exhibit 1. | A copy of the Articles of Association of the trustee now in effect.* | |
Exhibit 2. | A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated June 27, 2012.** | |
Exhibit 3. | A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated December 21, 2011. ** | |
Exhibit 4. | Copy ofBy-laws of the trustee as now in effect.*** | |
Exhibit 5. | Not applicable. | |
Exhibit 6. | The consent of the trustee required by Section 321(b) of the Act. | |
Exhibit 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. | |
Exhibit 8. | Not applicable. | |
Exhibit 9. | Not applicable. |
* | Incorporated by reference to the exhibit of the same number to the trustee’s FormT-1 filed as exhibit 25 to the FormS-4 dated December 30, 2005 of file number333-130784-06. |
** | Incorporated by reference to the exhibit of the same number to the trustee’s FormT-1 filed as exhibit 25 to the FormS-3 dated January 23, 2013 of file number333-186155. |
*** | Incorporated by reference to the exhibit of the same number to the trustee’s FormT-1 filed as exhibit 25 to the FormS-4 dated May 26, 2005 of file number333-125274. |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national 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 Los Angeles and State of California on the 1st day of December 2017.
WELLS FARGO BANK, NATIONAL ASSOCIATION |
/s/ Michael Tu |
Michael Tu |
Vice President |
EXHIBIT 6
December 1, 2017
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
Very truly yours, | ||
WELLS FARGO BANK, NATIONAL ASSOCIATION | ||
/s/ Michael Tu | ||
Michael Tu Vice President |
Exhibit 7
Consolidated Report of Condition of
Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business September 30, 2017, filed in accordance with 12 U.S.C. §161 for National Banks.
Dollar Amounts In Millions | ||||||||
ASSETS | ||||||||
Cash and balances due from depository institutions: | ||||||||
Noninterest-bearing balances and currency and coin | $ | 18,593 | ||||||
Interest-bearing balances | 205,447 | |||||||
Securities: | ||||||||
Held-to-maturity securities | 142,316 | |||||||
Available-for-sale securities | 254,889 | |||||||
Federal funds sold and securities purchased under agreements to resell: | ||||||||
Federal funds sold in domestic offices | 118 | |||||||
Securities purchased under agreements to resell | 30,628 | |||||||
Loans and lease financing receivables: | ||||||||
Loans and leases held for sale | 7,834 | |||||||
Loans and leases, net of unearned income | 924,987 | |||||||
LESS: Allowance for loan and lease losses | 10,292 | |||||||
Loans and leases, net of unearned income and allowance | 914,695 | |||||||
Trading Assets | 45,303 | |||||||
Premises and fixed assets (including capitalized leases) | 7,810 | |||||||
Other real estate owned | 691 | |||||||
Investments in unconsolidated subsidiaries and associated companies | 11,686 | |||||||
Direct and indirect investments in real estate ventures | 339 | |||||||
Intangible assets | ||||||||
Goodwill | 22,481 | |||||||
Other intangible assets | 16,825 | |||||||
Other assets | 58,325 | |||||||
|
| |||||||
Total assets | $ | 1,737,980 | ||||||
|
| |||||||
LIABILITIES | ||||||||
Deposits: | ||||||||
In domestic offices | $ | 1,242,149 | ||||||
Noninterest-bearing | 425,384 | |||||||
Interest-bearing | 816,765 | |||||||
In foreign offices, Edge and Agreement subsidiaries, and IBFs | 118,326 | |||||||
Noninterest-bearing | 929 | |||||||
Interest-bearing | 117,397 | |||||||
Federal funds purchased and securities sold under agreements to repurchase: | ||||||||
Federal funds purchased in domestic offices | 12,165 | |||||||
Securities sold under agreements to repurchase | 6,652 |
Dollar Amounts In Millions | ||||
Trading liabilities | 10,606 | |||
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) |
| 131,262 |
| |
Subordinated notes and debentures | 12,971 | |||
Other liabilities | 40,287 | |||
|
| |||
Total liabilities | $ | 1,574,418 | ||
EQUITY CAPITAL | ||||
Perpetual preferred stock and related surplus | 0 | |||
Common stock | 519 | |||
Surplus (exclude all surplus related to preferred stock) | 111,189 | |||
Retained earnings | 51,446 | |||
Accumulated other comprehensive income | 20 | |||
Other equity capital components | 0 | |||
|
| |||
Total bank equity capital | 163,174 | |||
Noncontrolling (minority) interests in consolidated subsidiaries | 388 | |||
|
| |||
Total equity capital | 163,562 | |||
|
| |||
Total liabilities, and equity capital | $ | 1,737,980 | ||
|
|
I, John R. Shrewsberry, Sr. EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared
in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge
and belief.
John R. Shrewsberry
Sr. EVP & CFO
We, the undersigned directors, attest to the correctness of this Report of Condition 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.
Directors
Enrique Hernandez, Jr
Federico F. Pena
James Quigley