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) |
Muriel Shaw
U.S. Bank National Association
1349 West Peachtree Street
Suite 1050
Atlanta, Georgia 30309
(404) 898-8822
(Name, address and telephone number of agent for service)
Windstream Corporation
(exact name of obligor as specified in its charter)
SEE TABLE OF ADDITIONAL OBLIGORS
| | |
Delaware | | 20-0792300 |
(State or other jurisdiction of incorporation or organization) | | (I.RS. Employer Identification No.) |
| |
4001 Rodney Parham Road Little Rock, Arkansas | | 72212-2442 |
(Address of principal executive offices) | | (Zip Code) |
7% Senior Notes due 2019
Guarantees of Senior Notes
(Title of the indenture securities)
TABLE OF ADDITIONAL REGISTRANTS
| | | | | | |
Name* | | State or Other Jurisdiction of Incorporation or Organization | | I.R.S. Employer Identification Number | | Principal Executive Office |
Windstream Holding Of The Midwest, Inc. | | Nebraska | | 47-0632436 | | 4001 Rodney Parham Road Little Rock, Arkansas 72212 (501) 748-7000 |
| | | |
Windstream Network Services Of The Midwest, Inc. | | Nebraska | | 91-1772936 | | 4001 Rodney Parham Road Little Rock, Arkansas 72212 (501) 748-7000 |
| | | |
Windstream Yellow Pages, Inc. | | Ohio | | 34-1458335 | | 4001 Rodney Parham Road Little Rock, Arkansas 72212 (501) 748-7000 |
| | | |
Windstream Listing Management, Inc. | | Pennsylvania | | 25-1737524 | | 4001 Rodney Parham Road Little Rock, Arkansas 72212 (501) 748-7000 |
| | | |
Windstream Supply, Inc. | | Ohio | | 31-4359937 | | 4001 Rodney Parham Road Little Rock, Arkansas 72212 (501) 748-7000 |
| | | |
Teleview, Inc. | | Georgia | | 58-2033040 | | 4001 Rodney Parham Road Little Rock, Arkansas 72212 (501) 748-7000 |
| | | |
Windstream Alabama, Inc. | | Alabama | | 63-0364952 | | 4001 Rodney Parham Road Little Rock, Arkansas 72212 (501) 748-7000 |
| | | |
Windstream Arkansas, Inc. | | Arkansas | | 71-0400407 | | 4001 Rodney Parham Road Little Rock, Arkansas 72212 (501) 748-7000 |
| | | |
Windstream Oklahoma, Inc. | | Arkansas | | 71-0406211 | | 4001 Rodney Parham Road Little Rock, Arkansas 72212 (501) 748-7000 |
| | | |
Oklahoma Windstream, Inc. | | Oklahoma | | 73-0630965 | | 4001 Rodney Parham Road Little Rock, Arkansas 72212 (501) 748-7000 |
| | | |
Windstream South Carolina, Inc. | | South Carolina | | 57-0140680 | | 4001 Rodney Parham Road Little Rock, Arkansas 72212 (501) 748-7000 |
| | | |
Windstream Sugar Land, Inc. | | Texas | | 74-0672235 | | 4001 Rodney Parham Road Little Rock, Arkansas 72212 (501) 748-7000 |
| | | |
Texas Windstream, Inc. | | Texas | | 75-0984391 | | 4001 Rodney Parham Road Little Rock, Arkansas 72212 (501) 748-7000 |
| | | |
Southwest Enhanced Network Services, LP | | Delaware | | 75-2885419 | | 4001 Rodney Parham Road Little Rock, Arkansas 72212 (501) 748-7000 |
| | | |
Valor Telecommunications Corporate Group, LP | | Texas | | 75-2895493 | | 4001 Rodney Parham Road Little Rock, Arkansas 72212 (501) 748-7000 |
| | | |
Valor Telecommunications Enterprises Finance Corp. | | Delaware | | 20-2280110 | | 4001 Rodney Parham Road Little Rock, Arkansas 72212 (501) 748-7000 |
| | | |
Valor Telecommunications Enterprises, LLC | | Delaware | | 75-2884398 | | 4001 Rodney Parham Road Little Rock, Arkansas 72212 (501) 748-7000 |
| | | | | | |
Name* | | State or Other Jurisdiction of Incorporation or Organization | | I.R.S. Employer Identification Number | | Principal Executive Office |
Valor Telecommunications Enterprises II, LLC | | Delaware | | 75-2950064 | | 4001 Rodney Parham Road Little Rock, Arkansas 72212 (501) 748-7000 |
| | | |
Valor Telecommunications Equipment, LP | | Texas | | 75-2884400 | | 4001 Rodney Parham Road Little Rock, Arkansas 72212 (501) 748-7000 |
| | | |
Valor Telecommunications Investments, LLC | | Delaware | | 47-0902124 | | 4001 Rodney Parham Road Little Rock, Arkansas 72212 (501) 748-7000 |
| | | |
Windstream Southwest Long Distance, L.P. f/k/a Valor Telecommunications LD, LP | | Delaware | | 75-2884847 | | 4001 Rodney Parham Road Little Rock, Arkansas 72212 (501) 748-7000 |
| | | |
Valor Telecommunications, LLC | | Delaware | | 52-2171586 | | 4001 Rodney Parham Road Little Rock, Arkansas 72212 (501) 748-7000 |
| | | |
Valor Telecommunications of Texas, LP d/b/a Windstream Communications Southwest | | Delaware | | 52-2194219 | | 4001 Rodney Parham Road Little Rock, Arkansas 72212 (501) 748-7000 |
| | | |
Valor Telecommunications Services, LP | | Texas | | 75-2884846 | | 4001 Rodney Parham Road Little Rock, Arkansas 72212 (501) 748-7000 |
| | | |
Valor Telecommunications Southwest, LLC | | Delaware | | 52-2194218 | | 4001 Rodney Parham Road Little Rock, Arkansas 72212 (501) 748-7000 |
| | | |
Valor Telecommunications Southwest II, LLC | | Delaware | | 75-2950066 | | 4001 Rodney Parham Road Little Rock, Arkansas 72212 (501) 748-7000 |
| | | |
Windstream Kerrville Long Distance, L.P. f/k/a Advanced Tel-Com Systems, L.P. | | Texas | | 74-2228603 | | 4001 Rodney Parham Road Little Rock, Arkansas 72212 (501) 748-7000 |
| | | |
Kerrville Cellular Holdings, LLC | | Delaware | | 51-0411889 | | 4001 Rodney Parham Road Little Rock, Arkansas 72212 (501) 748-7000 |
| | | |
Kerrville Cellular, L.P. | | Texas | | 74-2513782 | | 4001 Rodney Parham Road Little Rock, Arkansas 72212 (501) 748-7000 |
| | | |
Kerrville Cellular Management, LLC | | Delaware | | 51-0411886 | | 4001 Rodney Parham Road Little Rock, Arkansas 72212 (501) 748-7000 |
| | | |
Kerrville Communications Corporation | | Delaware | | 74-2197091 | | 4001 Rodney Parham Road Little Rock, Arkansas 72212 (501) 748-7000 |
| | | |
Kerrville Communications Enterprises, LLC | | Delaware | | 32-0047694 | | 4001 Rodney Parham Road Little Rock, Arkansas 72212 (501) 748-7000 |
| | | |
Kerrville Communications Management, LLC | | Delaware | | 30-0135974 | | 4001 Rodney Parham Road Little Rock, Arkansas 72212 (501) 748-7000 |
| | | |
Kerrville Mobile Holdings, Inc. | | Texas | | 74-3008924 | | 4001 Rodney Parham Road Little Rock, Arkansas 72212 (501) 748-7000 |
| | | |
Windstream Communications Kerrville, L.P. f/k/a Kerrville Telephone L.P. | | Texas | | 74-0724580 | | 4001 Rodney Parham Road Little Rock, Arkansas 72212 (501) 748-7000 |
| | | | | | |
Name* | | State or Other Jurisdiction of Incorporation or Organization | | I.R.S. Employer Identification Number | | Principal Executive Office |
Kerrville Wireless Holdings Limited Partnership | | Texas | | 74-3012850 | | 4001 Rodney Parham Road Little Rock, Arkansas 72212 (501) 748-7000 |
| | | |
Western Access Services, LLC | | Delaware | | 20-0081823 | | 4001 Rodney Parham Road Little Rock, Arkansas 72212 (501) 748-7000 |
| | | |
Western Access Services Of Arizona, LLC | | Delaware | | 20-0081863 | | 4001 Rodney Parham Road Little Rock, Arkansas 72212 (501) 748-7000 |
| | | |
Western Access Services Of Arkansas, LLC | | Delaware | | 20-0081902 | | 4001 Rodney Parham Road Little Rock, Arkansas 72212 (501) 748-7000 |
| | | |
Western Access Services Of Colorado, LLC | | Delaware | | 20-0081934 | | 4001 Rodney Parham Road Little Rock, Arkansas 72212 (501) 748-7000 |
| | | |
Western Access Services Of New Mexico, LLC | | Delaware | | 20-0081922 | | 4001 Rodney Parham Road Little Rock, Arkansas 72212 (501) 748-7000 |
| | | |
Western Access Services Of Oklahoma, LLC | | Delaware | | 20-0081944 | | 4001 Rodney Parham Road Little Rock, Arkansas 72212 (501) 748-7000 |
| | | |
Western Access Services Of Texas, L.P. | | Delaware | | 20-0081952 | | 4001 Rodney Parham Road Little Rock, Arkansas 72212 (501) 748-7000 |
| | | |
Windstream Communications Telecom, L.P. f/k/a KCC TelCom, L.P. | | Texas | | 74-2955898 | | 4001 Rodney Parham Road Little Rock, Arkansas 72212 (501) 748-7000 |
| | | |
DCS Holding Co. | | Delaware | | 13-4124239 | | 4001 Rodney Parham Road Little Rock, Arkansas 72212 (501) 748-7000 |
| | | |
ECS Holding Co. | | Delaware | | 13-4128471 | | 4001 Rodney Parham Road Little Rock, Arkansas 72212 (501) 748-7000 |
| | | |
KCS Holding Co. | | Delaware | | 13-4124243 | | 4001 Rodney Parham Road Little Rock, Arkansas 72212 (501) 748-7000 |
| | | |
SCD Sharing Partnership, L.P. | | Delaware | | 13-4128273 | | 4001 Rodney Parham Road Little Rock, Arkansas 72212 (501) 748-7000 |
| | | |
SCE Sharing Partnership, L.P. | | Delaware | | 13-4128272 | | 4001 Rodney Parham Road Little Rock, Arkansas 72212 (501) 748-7000 |
* | The name, address, including zip code, and telephone number, including area code, of the agent for service for each additional registrant is John P. Fletcher, Esq., Executive Vice President and General Counsel, 4001 Rodney Parham Road, Little Rock, Arkansas 72212-2442, (501) 748-7000. |
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.
| 1. | A copy of the Articles of Association of the Trustee as now in effect.* |
| 2. | A copy of the certificate of authority of the Trustee to commence business, if not contained in the articles of association.* |
| 3. | A copy of the authorization of the Trustee to exercise corporate trust powers.* |
| 4. | A copy of the existing by-laws of the Trustee as now in effect.* |
| 5. | A copy of each indenture referred to in Item 4, if the obligor is in default. |
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. | A copy of the latest report of condition of the Trustee published pursuant to law or the requirements of its supervising or examining authority as of the close of business on December 31, 2006, attached as Exhibit 7. |
* | Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on Form S-4 filed by Revlon Consumer Products Corp., Registration Number 333-128217. |
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 and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Atlanta, State of Georgia, on the 30 day of March, 2007.
| | |
U.S. BANK NATIONAL ASSOCIATION |
| |
By: | | /s/ Muriel Shaw |
| | Muriel Shaw |
| | Assistant Vice President |
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Exhibit 6
CONSENT OF TRUSTEE
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: March 30, 2007
| | |
U.S. BANK NATIONAL ASSOCIATION |
| |
By: | | /s/ Muriel Shaw |
| | Muriel Shaw |
| | Assistant Vice President |
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Exhibit 7
REPORT OF CONDITION
(ATTACHED)
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| | |
U.S. Bank National Association 425 Walnut Street Cincinnati, Ohio FDIC Certificate Number: 6548 | | FFIEC 031 Consolidated Report of Condition for December 31, 2006 |
Consolidated Report of Condition for Insured Commercial and State-Chartered Savings Banks for December 31, 2006
All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.
| | |
Schedule RC - Balance Sheet | | C400 |
Dollar Amounts in Thousands
| | | | | | | | | | |
ASSETS | | | | | | | | | | |
1. Cash and balances due from depository institutions (from Schedule RC-A): | | | | | | RCFD | | | | |
a. Non-interest bearing balances and currency and coin (1) | | | | | | 0081 | | 8,638.651 | | 1.a |
b. Interest-bearing balances (2) | | | | | | 0071 | | 6,300 | | 1.b |
2. Securities: | | | | | | | | | | |
a. Held-to-maturity securities (from Schedule RC-B, column A) | | | | | | 1754 | | 87,309 | | 2.a |
b. Available-for-sale securities (from Schedule RC-B, column D) | | | | | | 1773 | | 39,611,960 | | 2.b |
3. Federal funds sold and securities purchased under agreements to resell: | | | | | | RCON | | | | |
a. Federal funds sold in domestic offices | | | | | | B987 | | 3,480,712 | | 3.a |
| | | | | | RCFD | | | | |
b. Securities purchased under agreements to resell (3) | | | | | | B989 | | 31,371 | | 3.b |
4. Loans and lease financing receivables (from Schedule RC-C): | | | | | | | | | | |
a. Loans and leases held for sale | | | | | | 5369 | | 3,114,461 | | 4.a |
b. Loans and leases, net of unearned income | | B528 | | 139,934,681 | | | | | | 4.b |
c. LESS: Allowance for loan and lease losses | | 3123 | | 1,889,317 | | | | | | 4.c |
d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) | | | | | | B529 | | 138,045,364 | | |
5. Trading assets (from Schedule RC-D) | | | | | | 3545 | | 257,253 | | 5 |
6. Premises and fixed assets (including capitalized leases) | | | | | | 2145 | | 1,758,813 | | 6 |
7. Other real estate owned (from Schedule RC-M) | | | | | | 2150 | | 175,686 | | 7 |
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) | | | | | | 2130 | | 108,291 | | 8 |
9. Customers’ liability to this bank on acceptances outstanding | | | | | | 2155 | | N/A | | 9 |
10. Intangible assets: | | | | | | | | | | 10 |
a. Goodwill | | | | | | 3163 | | 7,524,771 | | 10.a |
b. Other intangible assets from Schedule RC-M | | | | | | 0426 | | 4,524,104 | | 10.b |
11. Other assets (from Schedule RC-F) | | | | | | 2160 | | 10,437,280 | | 11 |
12. Total assets (sum of items 1 through 11) | | | | | | 2170 | | 217,802,326 | | 12 |
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| | |
U.S. Bank National Association 425 Walnut Street Cincinnati, Ohio FDIC Certificate Number: 6548 | | FFIEC 031 Consolidated Report of Condition for December 31, 2006 |
Schedule RC—Continued
Dollar Amounts in Thousands
| | | | | | | | | | |
LIABILITIES | | | | | | | | | | |
13. Deposits: | | | | | | RCON | | | | |
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I): | | | | | | 2200 | | 118,536,179 | | 13.a |
(1) Noninterest-bearing (4) | | 6631 | | 32,902,355 | | | | | | 13.a.1 |
(2) Interest-bearing | | 6636 | | 85,633,824 | | | | | | 13.a.2 |
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs | | | | | | RCFN | | | | |
(from Schedule RC-E, part II) | | | | | | 2200 | | 17,366,942 | | 13.b |
(1) Noninterest-bearing (4) | | 6631 | | 0 | | | | | | 13.b.1 |
(2) Interest-bearing | | 6636 | | 17,366,942 | | | | | | 13.b.2 |
14. Federal funds purchased and securities sold under agreements to repurchase: | | | | | | RCON | | | | |
a. Federal funds purchased in domestic offices (5) | | | | | | B993 | | 2,553,472 | | 14.a |
| | | | | | RCFD | | | | |
b. Securities sold under agreements to repurchase (6) | | | | | | B995 | | 9,763,306 | | 14.b |
15. Trading liabilities (from Schedule RC-D) | | | | | | 3548 | | 139,984 | | 15 |
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M) | | | | | | 3190 | | 33,217,524 | | 16 |
17. Not applicable | | | | | | | | | | |
18. Bank’s liability on acceptances executed and outstanding | | | | | | 2920 | | N/A | | 18 |
19. Subordinated notes and debentures (7) | | | | | | 3200 | | 7,384,026 | | 19 |
20. Other liabilities (from Schedule RC-G) | | | | | | 2930 | | 6,677,926 | | 20 |
21. Total liabilities (sum of items 13 through 20) | | | | | | 2948 | | 195,639,359 | | 21 |
22. Minority interest in consolidated subsidiaries | | | | | | 3000 | | 1,544,842 | | 22 |
EQUITY CAPITAL | | | | | | | | | | |
23. Perpetual preferred stock and related surplus | | | | | | 3838 | | 0 | | 23 |
24. Common stock | | | | | | 3230 | | 18,200 | | 24 |
25. Surplus (exclude all surplus related to preferred stock) | | | | | | 3839 | | 11,976,937 | | 25 |
26. a. Retained earnings | | | | | | 3632 | | 9,361,913 | | 26.a |
b. Accumulated other comprehensive income (8) | | | | | | B530 | | -738,925 | | 26.b |
27. Other equity capital components (9) | | | | | | A130 | | 0 | | 27 |
28. Total equity capital (sum of items 23 through 27) | | | | | | 3210 | | 20,618,125 | | 28 |
29. Total liabilities, minority interest, and equity capital (sum of items 21, 22 and 28) | | | | | | 3300 | | 217,802,326 | | 29 |
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Memorandum
To be reported with the March Report of Condition.
| | | | | | | | |
1. Indicated in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of | | RCFD | | Number | | |
any date during 2005 | | 6724 | | N/A | | M.1 |
| | |
1= Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank | | 5.= Directors’ examination of the bank performed by other external auditors (may be required by state chartering authority) |
2= Independent audit of the bank’s parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately) | | 6= Review of the bank’s financial statements by external auditors |
| 7= Compilation of the bank’s financial statements by external auditors |
3= Attestation on bank management’s assertion on the effectiveness of the bank’s internal control over financial reporting by a certified public accounting firm | | 8= Other audit procedures (excluding tax preparation work) |
4= Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority) | | 9= No external audit work |
(1) | Includes cash items in process of collection and unposted debits. |
(2) | Includes time certificates of deposit not held for trading. |
(3) | Includes all securities resale agreements in domestic and foreign offices, regardless of maturity. |
(4) | Includes total demand deposits and noninterest-bearing time and savings deposits. |
(5) | Report overnight Federal Home Loan Bank advances and Schedule RC, item 16, “other borrowed money.” |
(6) | Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity. |
(7) | Includes limited-life preferred stock and related surplus. |
(8) | Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments. |
(9) | Includes treasury stock and unearned Employee Stock Ownership Plan Shares. |