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) o
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
| N/A (State of incorporation if not a U.S. national bank) | 95-3571558 (I.R.S. employer identification no.) | |
400 South Hope Street, Suite 500 Los Angeles, California (Address of principal executive offices) | 90071 (Zip code) | |
Legal Department The Bank of New York Mellon Trust Company, N.A. 240 Greenwich Street New York, NY 10286 (212) 635-1270 (Name, address and telephone number of agent for service) | ||
SPIRIT AEROSYSTEMS, INC.
and
SPIRIT AEROSYSTEMS HOLDINGS, INC.
(Exact name of obligors as specified in charter)
Delaware (State or other jurisdiction of incorporation or organization) | 20-2130528 20-2436320 (I.R.S. employer identification no.) | |
3801 South Oliver Wichita, Kansas (Address of principal executive offices) | 67210 (Zip code) |
Debt Securities
(Title of the indenture securities)
Furnish the following information as to the trustee:
| Name | Address | |
|---|---|---|
| Comptroller of the Currency—United States Department of the Treasury | Washington, D.C. 20219 | |
Federal Reserve Bank | San Francisco, California 94105 | |
Federal Deposit Insurance Corporation | Washington, D.C. 20429 |
Yes.
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).
2
Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a 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 Chicago, and State of Illinois, on the day of , 2019.
THE BANK OF NEW YORK MELLON | ||||||
By: | /s/ RICHARD TARNAS | |||||
| Name: | Richard Tarnas | |||||
| Title: | Vice President | |||||
3
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 400 South Hope Street, Suite 500, Los Angeles, CA 90071
At the close of business December 31, 2018, published in accordance with Federal regulatory authority instructions.
| | Dollar amounts in thousands | |||
|---|---|---|---|---|
ASSETS | ||||
Cash and balances due from depository institutions: | ||||
Noninterest-bearing balances and currency and coin | 2,374 | |||
Interest-bearing balances | 124,178 | |||
Securities: | ||||
Held-to-maturity securities | 0 | |||
Available-for-sale securities | 198,413 | |||
Equity securities with readily determinable fair values not held for trading. | NR | |||
Federal funds sold and securities purchased under agreements to resell: | ||||
Federal funds sold | 0 | |||
Securities purchased under agreements to resell | 0 | |||
Loans and lease financing receivables: | ||||
Loans and leases held for sale | 0 | |||
Loans and leases, held for investment | 0 | |||
LESS: Allowance for loan and lease losses | 0 | |||
Loans and leases held for investment, net of allowance | 0 | |||
Trading assets | 0 | |||
Premises and fixed assets (including capitalized leases) | 9,069 | |||
Other real estate owned | 0 | |||
Investments in unconsolidated subsidiaries and associated companies | 0 | |||
Direct and indirect investments in real estate ventures | 0 | |||
Intangible assets | 859,682 | |||
Other assets | 136,256 | |||
| | | | | |
Total assets | $ | 1,329,972 | ||
| | | | | |
| | | | | |
| | | | | |
LIABILITIES | ||||
Deposits: | ||||
In domestic offices | 2,677 | |||
Noninterest-bearing | 2,677 | |||
Interest-bearing | 0 | |||
Not applicable | ||||
Federal funds purchased and securities sold under agreements to repurchase: | ||||
Federal funds purchased | 0 | |||
Securities sold under agreements to repurchase | 0 | |||
Trading liabilities | 0 | |||
Other borrowed money: | ||||
(includes mortgage indebtedness and obligations under capitalized leases) | 0 | |||
Not applicable | ||||
Not applicable | ||||
Subordinated notes and debentures | 0 | |||
Other liabilities | 226,786 | |||
Total liabilities | 229,463 | |||
Not applicable | ||||
| | Dollar amounts in thousands | |||
|---|---|---|---|---|
EQUITY CAPITAL | ||||
Perpetual preferred stock and related surplus | 0 | |||
Common stock | 1,000 | |||
Surplus (exclude all surplus related to preferred stock) | 323,516 | |||
Not available | ||||
Retained earnings | 777,089 | |||
Accumulated other comprehensive income | –1,096 | |||
Other equity capital components | 0 | |||
Not available | ||||
Total bank equity capital | 1,100,509 | |||
Noncontrolling (minority) interests in consolidated subsidiaries | 0 | |||
Total equity capital | 1,100,509 | |||
| | | | | |
Total liabilities and equity capital | 1,329,972 | |||
| | | | | |
| | | | | |
| | | | | |
I, Matthew J. McNulty, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.
| Matthew J. McNulty | ) | CFO |
We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date 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.
| Antonio I. Portuondo, President | ) | |||||
| Michael P. Scott, Managing Director | ) | Directors (Trustees) | ||||
| Kevin P. Caffrey, Managing Director | ) |
