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) |
Katherine Esber
U.S. Bank National Association
10 West Broad Street
Columbus, Ohio 43215
(614) 232-8019
(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)
6.75% Senior Notes due 2021
and Guarantees of 6.75% Senior Notes due 2021
(Title of the indenture securities)
| * | See Table of Co-Obligors on following page |
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 6.75% Senior Notes due 2021 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 Enterprises, LLC | Delaware | 47-4842229 | ||
| M/I Homes First Indiana LLC | Indiana | 31-1210837 | ||
| M/I Homes of Austin, LLC | Ohio | 80-0739449 | ||
| 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 Delaware, LLC | Delaware | 32-0441087 | ||
| M/I Homes of DFW, LLC | Delaware | 46-3294033 | ||
| M/I Homes of Florida, LLC | Florida | 75-3087790 | ||
| M/I Homes of Houston, LLC | Delaware | 80-0569230 | ||
| M/I Homes of Indiana, L.P. | Indiana | 04-3661814 | ||
| M/I Homes of Minneapolis/St. Paul, LLC | Delaware | 47-4772043 | ||
| 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/l 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 | ||
| 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. |
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. 20219 |
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 September 30, 2015 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 12th day of January, 2016.
| U.S. BANK NATIONAL ASSOCIATION | ||
| By: | /s/ Katherine Esber | |
| Katherine Esber | ||
| Vice President | ||
Exhibit 2
| ||
Office of the Comptroller of the Currency | ||
Washington, DC 20219 |
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, July 3, 2015, 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. | |
| ||
Comptroller of the Currency |
Exhibit 3
| ||
Office of the Comptroller of the Currency | ||
Washington, DC 20219 |
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, July 3, 2015, 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. | |
| ||
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: January 12, 2016
| 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 9/30/2015
($000’s)
| 9/30/2015 | ||||
Assets | ||||
Cash and Balances Due From Depository Institutions | $ | 10,415,443 | ||
Securities | 104,656,800 | |||
Federal Funds | 100,570 | |||
Loans & Lease Financing Receivables | 254,216,913 | |||
Fixed Assets | 4,639,396 | |||
Intangible Assets | 12,997,753 | |||
Other Assets | 23,862,998 | |||
|
| |||
Total Assets | $ | 410,889,873 | ||
Liabilities | ||||
Deposits | $ | 305,185,303 | ||
Fed Funds | 1,491,858 | |||
Treasury Demand Notes | 0 | |||
Trading Liabilities | 1,227,900 | |||
Other Borrowed Money | 45,698,345 | |||
Acceptances | 0 | |||
Subordinated Notes and Debentures | 3,150,000 | |||
Other Liabilities | 11,782,630 | |||
|
| |||
Total Liabilities | $ | 368,536,036 | ||
Equity | ||||
Common and Preferred Stock | 18,200 | |||
Surplus | 14,266,400 | |||
Undivided Profits | 27,210,891 | |||
Minority Interest in Subsidiaries | 858,346 | |||
|
| |||
Total Equity Capital | $ | 42,353,837 | ||
Total Liabilities and Equity Capital | $ | 410,889,873 | ||
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: January 12, 2016 | ||