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
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| £ | CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) |
__________________________
U.S. BANK NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
31-0841368
(I.R.S. Employer Identification No.)
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| 800 Nicollet Mall, Minneapolis, Minnesota | 55402 |
| (Address of principal executive offices) | (Zip Code) |
Katherine Esber
U.S. Bank National Association
10 West Broad Street
Columbus, OH 43215
(614) 232-8019
(Name, address and telephone number of agent for service)
__________________________
The Scotts-Miracle Gro Company*
(Exact name of obligor as specified in its charter)
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| Ohio | 31-1414921 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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| 14111 Scottslawn Road, Marysville, Ohio | 43041 |
| (Address of principal executive offices) | (Zip Code) |
__________________________
5.250% Senior Notes due 2026
Guarantees of 5.250% Senior Notes due 2026
(Title of the indenture securities)
* See Table of Additional Obligors on following page
TABLE OF ADDITIONAL OBLIGORS
The following direct and indirect wholly-owned subsidiaries of The Scotts Miracle-Gro Company are guarantors of The Scotts Miracle-Gro Company’s obligations under the 5.250% Senior Notes due 2026 and are co-obligors.
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| | | | |
| Exact name of co-registrant as specified in its charter* | | State or other jurisdiction
of incorporation or
organization | | I.R.S. Employer Identification Number |
| GenSource, Inc.(1) | | Ohio | | 47-3691890 |
| Gutwein & Co., Inc.(2) | | Indiana | | 35-0864689 |
| Hawthorne Hydroponics LLC(3) | | Delaware | | 46-5720038 |
| HGCI, Inc.(4) | | Nevada | | 47-3426969 |
| Hyponex Corporation(2) | | Delaware | | 31-1254519 |
| Miracle-Gro Lawn Products, Inc.(2) | | New York | | 11-3186421 |
| OMS Investments, Inc.(5) | | Delaware | | 51-0357374 |
| Rod McLellan Company(2) | | California | | 94-1439564 |
| Sanford Scientific, Inc.(2) | | New York | | 16-1279959 |
| Scotts Manufacturing Company(2) | | Delaware | | 42-1508875 |
| Scotts Products Co.(2) | | Ohio | | 31-1269080 |
| Scotts Professional Products Co.(2) | | Ohio | | 31-1269066 |
| Scotts-Sierra Investments LLC(2) | | Delaware | | 51-0371209 |
| Scotts Temecula Operations, LLC(2) | | Delaware | | 33-0978312 |
| SLS Holdings, Inc.(2) | | Delaware | | 81-2077880 |
| SMG Growing Media, Inc.(2) | | Ohio | | 20-3544126 |
| SMGM LLC(2) | | Ohio | | 31-1414921 |
| Swiss Farms Products, Inc.(4) | | Delaware | | 88-0407223 |
| The Hawthorne Gardening Company(3) | | Delaware | | 46-5720038 |
| The Scotts Company LLC(2) | | Ohio | | 31-1414921 |
________________________
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| (1) | The address, including zip code, of the principal executive offices for this additional obligor is 563 S. Crown Hill Road, Orville, Ohio 44667. |
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| (2) | The address, including zip code, of the principal executive offices for this additional obligor is c/o The Scotts Miracle-Gro Company, 14111 Scottslawn Road, Marysville, Ohio 43041. |
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| (3) | The address, including zip code, of the principal executive offices for this additional obligor is 800 Port Washington Blvd., Port Washington, New York 11050. |
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| (4) | The address, including zip code, of the principal executive offices for this additional obligor is 3993 Howard Hughes Parkway, Suite 250, Las Vegas, Nevada 89169. |
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| (5) | The address, including zip code, of the principal executive offices for this additional obligor is 10250 Constellation Blvd., Suite 2800, Los Angeles, California 90067. |
FORM T-1
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Item 1. | GENERAL INFORMATION. Furnish the following information as to the trustee: |
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| a) | Name and address of each examining or supervising authority to which it is subject. |
Comptroller of the Currency
Washington, D.C. 20219
b) Whether it is authorized to exercise corporate trust powers.
Yes
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| Item 2. | AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the trustee, describe each such affiliation. |
None
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| Items 3-15. | Items 3-15 are not applicable because, to the best of the trustee's knowledge, the obligor is not in default under any indenture for which the trustee acts as trustee. |
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| Item 16. | LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification. |
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Exhibit
Number |
Description |
| 1 | A copy of the Articles of Association of the Trustee * |
| 2 | A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2. |
| 3 | A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3. |
| 4 | A copy of the existing bylaws of the Trustee ** |
| 5 | A copy of each Indenture referred to in Item 4. Not applicable. |
| 6 | The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6. |
| 7 | Report of Condition of the Trustee as of September 30, 2016 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7. |
| * | Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217, filed on November 15, 2005. |
| ** | Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR, Registration Number 333-199863 filed on November 5, 2014. |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. 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 and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Columbus, State of Ohio on the 28th day of February, 2017.
U.S. BANK NATIONAL ASSOCIATION
By: /s/ KATHERINE ESBER
Katherine Esber
Vice President
Exhibit 2
Exhibit 3
Exhibit 6
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION, hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
Dated: February 28, 2017
U.S. BANK NATIONAL ASSOCIATION
By: /s/ KATHERINE ESBER
Katherine Esber
Vice President
Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 12/31/2016
($000’s)
12/31/2016
Assets
Cash and Balances Due From $ 15,670,179
Depository Institutions
Securities 109,032,596
Federal Funds 60,327
Loans & Lease Financing Receivables 273,415,762
Fixed Assets 4,682,022
Intangible Assets 12,978,461
Other Assets 25,170,748
Total Assets $441,010,095
Liabilities
Deposits $343,142,193
Fed Funds 1,157,970
Treasury Demand Notes 0
Trading Liabilities 1,536,287
Other Borrowed Money 31,668,666
Acceptances 0
Subordinated Notes and Debentures 3,800,000
Other Liabilities 13,559,469
Total Liabilities $394,864,585
Equity
Common and Preferred Stock 18,200
Surplus 14,266,915
Undivided Profits 31,054,149
Minority Interest in Subsidiaries 806,246
Total Equity Capital $46,145,510
Total Liabilities and Equity Capital $441,010,095
To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.
U.S. BANK NATIONAL ASSOCIATION
By: /s/ KATHERINE ESBER
Katherine Esber
Vice President
Date: February 28, 2017
