Exhibit 25.1
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) |
U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
31-0841368
I.R.S. Employer Identification No.
| | |
800 Nicollet Mall Minneapolis, Minnesota | | 55402 |
| (Address of principal executive offices) | | (Zip Code) |
Wally Jones
U.S. Bank National Association
333 Commerce Street, Suite 800
Nashville, Tennessee
(615) 251-0733
(Name, address and telephone number of agent for service)
U.S. Concrete, Inc.
and the Guarantors listed on Schedule A hereto
(Issuer with respect to the Securities)
| | |
| Delaware | | 76-0586680 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | |
331 North Main Street Euless, Texas | | 76039 |
| (Address of Principal Executive Offices) | | (Zip Code) |
8.500% Senior Secured Notes Due 2018
Guarantees of 8.500% Senior Secured Notes Due 2018
(Title of the Indenture Securities)
SCHEDULE A
| | | | |
Name | | State or Other Jurisdiction of Incorporation or Organization | | I.R.S. Employer Identification Number |
| | |
| | |
| | |
Alberta Investments, Inc. | | Texas | | 75-1941497 |
Alliance Haulers, Inc. | | Texas | | 75-2683236 |
American Concrete Products, Inc. | | California | | 94-2623187 |
Atlas Redi-Mix, LLC | | Texas | | 27-0243123 |
Atlas-Tuck Concrete, Inc. | | Oklahoma | | 73-0741542 |
Beall Concrete Enterprises, LLC | | Texas | | 76-0643536 |
Beall Industries, Inc. | | Texas | | 75-2052872 |
Beall Investment Corporation, Inc. | | Delaware | | 51-0399865 |
Beall Management, Inc. | | Texas | | 75-2879839 |
Bode Concrete LLC | | California | | 05-0612900 |
Bode Gravel Co. | | California | | 94-0330590 |
Breckenridge Ready Mix, Inc. | | Texas | | 75-1172482 |
Central Concrete Supply Co., Inc. | | California | | 94-1181859 |
Central Precast Concrete, Inc. | | California | | 94-1459358 |
Concrete Acquisition IV, LLC | | Delaware | | 27-1015720 |
Concrete Acquisition V, LLC | | Delaware | | 27-1015777 |
Concrete Acquisition VI, LLC | | Delaware | | 27-1015840 |
Concrete XXXIV Acquisition, Inc. | | Delaware | | 20-4166167 |
Concrete XXXV Acquisition, Inc. | | Delaware | | 20-4166206 |
Concrete XXXVI Acquisition, Inc. | | Delaware | | 20-4166240 |
Eastern Concrete Materials, Inc. | | New Jersey | | 22-1521165 |
Hamburg Quarry Limited Liability Company | | New Jersey | | 27-0373592 |
Ingram Concrete, LLC | | Texas | | 83-0486753 |
Kurtz Gravel Company | | Michigan | | 38-1565952 |
Local Concrete Supply & Equipment, LLC | | Delaware | | 26-3456597 |
Master Mix, LLC | | Delaware | | 26-1668532 |
Master Mix Concrete, LLC | | New Jersey | | 26-3800135 |
MG, LLC | | Maryland | | 26-2169279 |
NYC Concrete Materials, LLC | | Delaware | | 76-0630666 |
Pebble Lane Associates, LLC | | Delaware | | 26-3456520 |
Redi-Mix Concrete, L.P. | | Texas | | 20-0474765 |
Redi-Mix GP, LLC | | Texas | | none |
Redi-Mix, LLC | | Texas | | 83-0486751 |
Riverside Materials, LLC | | Delaware | | 26-2863588 |
San Diego Precast Concrete, Inc. | | Delaware | | 76-0616282 |
Sierra Precast, Inc. | | California | | 94-2274227 |
Smith Pre-cast, Inc. | | Delaware | | 76-0630673 |
Superior Concrete Materials, Inc. | | District of Columbia | | 52-1046503 |
Titan Concrete Industries, Inc. | | Delaware | | 76-0616374 |
USC Atlantic, Inc. | | Delaware | | 20-4166002 |
USC Management Co., LLC | | Delaware | | 27-1015638 |
USC Payroll, Inc. | | Delaware | | 76-0630665 |
USC Technologies, Inc. | | Delaware | | 20-4166055 |
U.S. Concrete On-Site, Inc. | | Delaware | | 76-0630662 |
U.S. Concrete Texas Holdings, Inc. | | Delaware | | 20-4166120 |
The address of each of the guarantors is c/o U.S. Concrete, Inc., 331 North Main Street, Euless, Texas 76039.
FORM T-1
| 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
Washington, D.C.
| | b) | Whether it is authorized to exercise corporate trust powers. |
Yes
| Item 2. | AFFILIATIONS WITH OBLIGOR.If the obligor is an affiliate of the Trustee, describe each such affiliation. |
None
| 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. |
| Item 16. | LIST OF EXHIBITS:List below all exhibits filed as a part of this statement of eligibility and qualification. |
| | 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 March 31, 2014 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 S-4, Registration Number 333-166527 filed on May 5, 2010. |
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 Nashville, Tennessee on the 21st of May, 2014.
| | |
| By: | | /s/ Wally Jones |
| | Wally Jones |
| | Vice President |
Exhibit 2
CERTIFICATE OF CORPORATE EXISTENCE
I, Thomas J. Curry, Comptroller of the Currency, do hereby certify that:
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.
2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this certificate.
|
IN TESTIMONY WHEREOF, today, |
|
February 27, 2013, I have hereunto |
subscribed my name and caused my seal of |
office to be affixed to these presents at the |
U.S. Department of the Treasury, in the City |
of Washington, District of Columbia. |
|
/s/ Thomas J. Curry |
Comptroller of the Currency |
Exhibit 3
CERTIFICATION OF FIDUCIARY POWERS
I, Thomas J. Curry, Comptroller of the Currency, do hereby certify that:
1. The office of the Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.
2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28 1962, 76 Stat. 668, 12 USC 92a, and that the authority so granted remains in full force and effect on the date of this certificate.
|
IN TESTIMONY WHEREOF, today, |
|
February 27, 2013, I have hereunto |
subscribed my name and caused my seal of |
office to be affixed to these presents at the |
U.S. Department of the Treasury, in the City |
of Washington, District of Columbia. |
|
/s/ Thomas J. Curry |
Comptroller of the Currency |
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: May 21, 2014
| | |
| By: | | /s/ Wally Jones |
| | Wally Jones |
| | Vice President |
Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 3/31/2014
($000’s)
| | | | |
| | | 3/31/2014 | |
Assets | | | | |
Cash and Balances Due From | | $ | 7,390,563 | |
Depository Institutions | | | | |
Securities | | | 84,977,518 | |
Federal Funds | | | 36,998 | |
Loans & Lease Financing Receivables | | | 234,549,731 | |
Fixed Assets | | | 4,726,552 | |
Intangible Assets | | | 13,234,790 | |
Other Assets | | | 22,187,278 | |
| | | | |
Total Assets | | $ | 367,103,430 | |
Liabilities | | | | |
Deposits | | $ | 270,081,137 | |
Fed Funds | | | 3,856,384 | |
Treasury Demand Notes | | | 0 | |
Trading Liabilities | | | 422,782 | |
Other Borrowed Money | | | 35,507,326 | |
Acceptances | | | 0 | |
Subordinated Notes and Debentures | | | 4,623,000 | |
Other Liabilities | | | 11,663,853 | |
| | | | |
Total Liabilities | | $ | 326,154,482 | |
Equity | | | | |
Common and Preferred Stock | | | 18,200 | |
Surplus | | | 14,266,409 | |
Undivided Profits | | | 25,808,807 | |
Minority Interest in Subsidiaries | | $ | 855,532 | |
| | | | |
Total Equity Capital | | $ | 40,948,948 | |
Total Liabilities and Equity Capital | | $ | 367,103,430 | |
