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) |
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) |
David Schlabach
U.S. Bank National Association
1350 Euclid Avenue
Cleveland, Ohio 44115
(216) 623-5987
(Name, address and telephone number of agent for service)
M/I Homes, Inc.
(Exact name of obligor as specified in its charter)
| Ohio | 31-1210837 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 3 Easton Oval, Suite 500, Columbus, Ohio | 43219 | |
| (Address of principal executive offices) | (Zip Code) |
(See table of co-obligors on the following page)
8.625% Senior Notes due 2018
and Guarantees of 8.625% Senior Notes due 2018
(Title of the indenture securities)
TABLE OF CO-OBLIGORS
The following direct and indirect wholly-owned subsidiaries of M/I Homes, Inc. are guarantors of M/I Homes, Inc.’s obligations under the 8.625% Senior Notes due 2018 and are co-obligors.
Exact name of co-obligor as specified in its charter* | State or other jurisdiction of incorporation or organization | I.R.S. Employer Identification No. | ||
| MHO Holdings, LLC | Florida | 75-3087795 | ||
| MHO, LLC | Florida | 75-3087795 | ||
| M/I Homes First Indiana LLC | Indiana | 31-1210837 | ||
| M/I Homes of Central Ohio, LLC | Ohio | 36-4530649 | ||
| M/I Homes of Charlotte, LLC | Delaware | 73-1668983 | ||
| M/I Homes of Chicago, LLC | Delaware | 41-2240732 | ||
| M/I Homes of Cincinnati, LLC | Ohio | 37-1466139 | ||
| M/I Homes of DC, LLC | Delaware | 73-1668967 | ||
| M/I Homes of Florida, LLC | Florida | 75-3087790 | ||
| M/I Homes of Grandview Yard, LLC | Ohio | 80-0739449 | ||
| M/I Homes of Houston, LLC | Delaware | 80-0569230 | ||
| M/I Homes of Indiana, L.P. | Indiana | 04-3661814 | ||
| M/I Homes of Orlando, LLC | Florida | 75-3087793 | ||
| M/I Homes of Raleigh, LLC | Delaware | 73-1668974 | ||
| M/I Homes of San Antonio, LLC | Delaware | 80-0687761 | ||
| M/I Homes of Tampa, LLC | Florida | 75-3087792 | ||
| M/I Homes of West Palm Beach, LLC | Florida | 75-3087794 | ||
| M/I Homes Second Indiana LLC | Indiana | 31-1210837 | ||
| M/I Homes Service, LLC | Ohio | 31-1626248 | ||
| M/I Properties LLC | Ohio | 31-1210837 | ||
| Northeast Office Venture, Limited Liability Company | Delaware | 31-1444839 | ||
| Prince Georges Utilities, LLC | Maryland | 27-2403139 | ||
| The Fields at Perry Hall, L.L.C. | Maryland | 52-2293749 | ||
| Wilson Farm, L.L.C. | Maryland | 52-2009441 |
| * | The address, including zip code, of each co-obligor’s principal executive offices is the same as that of M/I Homes, Inc. |
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.
Name | Address | |
| Comptroller of the Currency | Washington, D.C. 20219 |
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the 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.
Exhibit | 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.† | |
| 3 | A copy of the authorization of the trustee to exercise corporate trust powers.† | |
| 4 | A copy of the existing bylaws of the trustee.** | |
| 6 | The consent of the trustee required by Section 321(b) of the Trust Indenture Act of 1939.† | |
| 7 | Report of condition of the trustee as of March 31, 2012 published pursuant to law or the requirements of its supervising or examining authority.† | |
| † | Filed herewith. |
| * | Incorporated herein by reference to Exhibit 25.1 to Amendment No. 2 to the Registration Statement on Form S-4 of Revlon Consumer Products Corporation filed on November 15, 2005 (Registration No. 333-128217). |
| ** | Incorporated herein by reference to Exhibit 25.1 to the Registration Statement on Form S-4 of Easton-Bell Sports, Inc. filed on May 5, 2010 (Registration No. 333-166527). |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, 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 to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Cleveland, State of Ohio, on the 7th day of June, 2012.
| U.S. BANK NATIONAL ASSOCIATION | ||
| By: | /s/ David Schlabach | |
| David Schlabach | ||
| Vice President | ||
Exhibit 2
Comptroller of the Currency
Administrator of National Banks
Washington, DC 20219
CERTIFICATE OF CORPORATE EXISTENCE
I, John Walsh, Acting Comptroller of the Currency, do hereby certify that:
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 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 WHERE OF, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department, in the City of Washington and District of Columbia, this September 9, 2010. | |
| ||
Acting Comptroller of the Currency |
Exhibit 3
Comptroller of the Currency
Administrator of National Banks
Washington, DC 20219
CERTIFICATE OF FIDUCIARY POWERS
I, John Walsh, Acting Comptroller of the Currency, do hereby certify that:
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 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 U.S.C. 92 a, and that the authority so granted remains in full force and effect on the date of this Certificate.
 | IN TESTIMONY WHERE OF, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department, in the City of Washington and District of Columbia, this September 9, 2010. | |
| ||
Acting 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: June 7, 2012
| U.S. BANK NATIONAL ASSOCIATION | ||
| By: | /s/ David Schlabach | |
| David Schlabach | ||
| Vice President | ||
Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
as of 3/31/2012
(Dollars in thousands)
| 3/31/2012 | ||||
Assets | ||||
Cash and Balances Due From Depository Institutions | $ | 9,560,436 | ||
Securities | 72,930,403 | |||
Federal Funds | 33,777 | |||
Loans & Lease Financing Receivables | 204,146,986 | |||
Fixed Assets | 5,372,613 | |||
Intangible Assets | 12,620,805 | |||
Other Assets | 25,562,406 | |||
|
| |||
Total Assets | $ | 330,227,426 | ||
Liabilities | ||||
Deposits | $ | 238,678,346 | ||
Fed Funds | 6,937,931 | |||
Treasury Demand Notes | 0 | |||
Trading Liabilities | 349,463 | |||
Other Borrowed Money | 31,722,312 | |||
Acceptances | 0 | |||
Subordinated Notes and Debentures | 5,929,362 | |||
Other Liabilities | 10,661,152 | |||
|
| |||
Total Liabilities | $ | 294,278,566 | ||
Equity | ||||
Minority Interest in Subsidiaries | $ | 1,947,357 | ||
Common and Preferred Stock | 18,200 | |||
Surplus | 14,133,323 | |||
Undivided Profits | 18,849,980 | |||
|
| |||
Total Equity Capital | $ | 35,948,860 | ||
Total Liabilities and Equity Capital | $ | 330,227,426 | ||
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/ David Schlabach | |
| David Schlabach | ||
| Vice President | ||
Date: June 7, 2012