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
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Delaware | | 20-0792300 |
(State or other jurisdiction of incorporation or organization) | | (I.RS. Employer Identification No.) |
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4001 Rodney Parham Road Little Rock, Arkansas | | 72212-2442 |
(Address of principal executive offices) | | (Zip Code) |
7.75% Senior Notes due 2020
Guarantees of 7.75% Senior Notes Due 2020
(Title of the indenture securities)
TABLE OF ADDITIONAL REGISTRANTS
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Exact Name of Registrant as Specified in its Charter (or other Governing Document) and Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices* | | State or Other Jurisdiction of Incorporation or Organization | | I.R.S. Employer Identification Number |
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NuVox, Inc. | | Delaware | | 43-1820855 |
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Gabriel Communications Finance Company | | Delaware | | 43-1861146 |
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Windstream NuVox Arkansas, Inc | | Delaware | | 43-1830185 |
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Windstream NuVox Illinois, Inc. | | Delaware | | 43-1861148 |
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Windstream NuVox Indiana, Inc. | | Delaware | | 43-1861150 |
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Windstream NuVox Kansas, Inc. | | Delaware | | 43-1830186 |
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Windstream NuVox Oklahoma, Inc | | Delaware | | 43-1850572 |
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Windstream Iowa Communications, Inc. | | Delaware | | 27-1635465 |
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Windstream Iowa Comm, Inc. | | Iowa | | 42-1525756 |
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Iowa Telecom Data Services, L.C. | | Iowa | | 74-3083835 |
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IWA Holdings, LLC | | Iowa | | 27-3066942 |
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Iowa Telecom Technologies, L.L.C. | | Iowa | | 47-0937013 |
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Windstream Direct, LLC | | Iowa | | 41-1903994 |
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IWA Services, LLC | | Iowa | | 20-8346096 |
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Windstream Baker Solutions, Inc. | | Iowa | | 39-1875659 |
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Windstream Montezuma, Inc. | | Minnesota | | 42-0422100 |
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Bishop Communications Corporation | | Minnesota | | 41-1462176 |
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Communications Sales and Leasing, Inc. | | Minnesota | | 41-1340032 |
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IWA MN Holdings, LLC | | Minnesota | | 27-2195435 |
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Windstream Lakedale, Inc. | | Minnesota | | 41-0643917 |
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Windstream Lakedale Link, Inc. | | Minnesota | | 41-1815232 |
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Lakedale Communications, LLC | | Minnesota | | 41-1958251 |
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Windstream NorthStar, LLC | | Minnesota | | 27-0297987 |
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Windstream EN-TEL, LLC | | Minnesota | | 41-1928105 |
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Exact Name of Registrant as Specified in its Charter (or other Governing Document) and Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices* | | State or Other Jurisdiction of Incorporation or Organization | | I.R.S. Employer Identification Number |
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Heart of the Lakes Cable Systems, Inc. | | Minnesota | | 41-1577709 |
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Windstream SHAL, LLC | | Minnesota | | 41-1858078 |
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Windstream SHAL Networks, Inc. | | Minnesota | | 41-1701143 |
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Windstream Leasing, LLC | | Delaware | | 27-2348873 |
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Buffalo Valley Management Services, Inc. | | Delaware | | 54-1619403 |
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Conestoga Enterprises, Inc. | | Pennsylvania | | 23-2565087 |
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Conestoga Management Services, Inc. | | Delaware | | 84-1619408 |
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CT Cellular, Inc. | | North Carolina | | 56-1868838 |
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CT Communications, Inc. | | North Carolina | | 56-1837282 |
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CT Wireless Cable, Inc. | | North Carolina | | 56-1952872 |
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D&E Communications, Inc. | | Delaware | | 27-0147149 |
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D&E Investments, Inc. | | Nevada | | 86-0861452 |
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D&E Management Services, Inc. | | Nevada | | 88-0509645 |
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D&E Networks, Inc. | | Pennsylvania | | 25-1780894 |
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Kerrville Communications Corporation | | Delaware | | 74-2197091 |
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Lexcom Inc. | | North Carolina | | 56-1942135 |
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PCS Licenses, Inc. | | Nevada | | 83-0397829 |
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Texas Windstream, Inc. | | Texas | | 75-0984391 |
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Valor Telecommunications Enterprises Finance Corp. | | Delaware | | 20-2280110 |
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Windstream CTC Internet Services, Inc. | | North Carolina | | 52-2101328 |
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Windstream Holding of the Midwest, Inc. | | Nebraska | | 47-0632436 |
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Windstream Intellectual Property Services, Inc. | | Delaware | | 26-4741090 |
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Windstream Network Services of the Midwest, Inc. | | Nebraska | | 91-1772936 |
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Windstream Sugar Land, Inc. | | Texas | | 74-0672235 |
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Kerrville Cellular, LLC | | Texas | | 74-2513782 |
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Kerrville Mobile Holdings, LLC | | Texas | | 74-3008924 |
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Exact Name of Registrant as Specified in its Charter (or other Governing Document) and Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices* | | State or Other Jurisdiction of Incorporation or Organization | | I.R.S. Employer Identification Number |
| | |
Kerrville Wireless Holdings, LLC | | Texas | | 74-3012850 |
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Oklahoma Windstream, LLC | | Oklahoma | | 73-0630965 |
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Progress Place Realty Holding Company, LLC | | North Carolina | | 27-1255466 |
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Teleview, LLC | | Georgia | | 58-2033040 |
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Valor Telecommunications Enterprises, LLC | | Delaware | | 75-2884398 |
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Valor Telecommunications Enterprises II, LLC | | Delaware | | 75-2950064 |
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Valor Telecommunications Investments, LLC | | Delaware | | 47-0902124 |
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Windstream Alabama, LLC | | Alabama | | 63-0364952 |
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Windstream Arkansas, LLC | | Arkansas | | 71-0400407 |
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Windstream Communications Kerrville, LLC | | Texas | | 74-0724580 |
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Windstream Communications Telecom, LLC | | Texas | | 74-2955898 |
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Windstream Kerrville Long Distance, LLC | | Texas | | 74-2228603 |
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Windstream Lexcom Entertainment, LLC | | North Carolina | | 56-2261861 |
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Windstream Lexcom Long Distance, LLC | | North Carolina | | 56-2261863 |
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Windstream Lexcom Wireless, LLC | | North Carolina | | 56-2261865 |
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Windstream Oklahoma, LLC | | Delaware | | 71-0406211 |
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Windstream South Carolina, LLC | | South Carolina | | 57-0140680 |
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Windstream Supply, LLC | | Ohio | | 31-4359937 |
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Wireless One of North Carolina, LLC | | Delaware | | 56-1952876 |
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Southwest Enhanced Network Services, LP | | Delaware | | 75-2885419 |
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Valor Telecommunications of Texas, LLC d/b/a Windstream Communications Southwest | | Delaware | | 52-2194219 |
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Windstream Southwest Long Distance, LP | | Delaware | | 75-2884847 |
* The principal executive offices of, and the agent for service for, each additional registrant is c/o 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.
Federal Deposit Insurance Company
Washington, D.C.
The Board of Governors of the Federal Reserve System
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.-14. | Items 3 – 14 are not applicable because, to the best of the knowledge of U.S. Bank National Association (the “Trustee”), the obligor is not in default under any Indenture for which the Trustee acts as Trustee. |
Item 15. | Item 15 is not applicable because the Trustee is not a foreign trustee. |
Item 16. | List of Exhibits. |
List below all exhibits filed as a part of this statement of eligibility; provided that exhibits identified in parentheses are filed with the Commission and are incorporated herein by reference as exhibits hereto pursuant to Rule 7a-29 under the Trust Indenture Act of 1939, as amended, and 17 C.F.R. 229.10(d).
| 1. | A copy of the articles of association of the Trustee as now in effect. (Exhibit 1 to Exhibit 25.1 to Amendment No. 2 to Form S-4, Registration Number 333-128217, filed by Revlon Consumer Products Corporation) |
| 2. | A copy of the certificate of authority of the Trustee to commence business is contained in the articles of association referred to in Paragraph 1 above. |
| 3. | A copy of the authorization of the Trustee to exercise corporate trust powers. (Exhibit 25.1 to Form S-3ASR, Registration Number 333-155592, filed by ONEOK, Inc.) |
| 4. | A copy of the existing by-laws of the Trustee as now in effect. (Exhibit 4 to Exhibit 25.1 to Form S-3, Registration Number 333-160020, filed by The Phoenix Companies, Inc.) |
| 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, |
| 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 June 30, 2010, attached as Exhibit 7. |
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 19th day of October, 2010.
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U.S. BANK NATIONAL ASSOCIATION |
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By: | | /s/ Muriel Shaw |
| | Muriel Shaw Assistant Vice President |
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: October 19, 2010
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U.S. BANK NATIONAL ASSOCIATION |
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By: | | /s/ Muriel Shaw |
| | Muriel Shaw Assistant Vice President |
Exhibit 7
REPORT OF CONDITION
(ATTACHED)
U.S. Bank National Association
Statement of Financial Condition
EXHIBIT 7
AS OF 6/30/2010
(000’s)
| | |
| | 6/30/2010 |
ASSETS | | |
Cash and balances due from depository institutions | | 5,021,509 |
Securities | | 46,751,442 |
Federal funds sold and securities purchased under agreements to resell | | 4,344,927 |
Loans and lease financing receivables | | 182,237,162 |
Trading assets | | 1,415,269 |
Premises and fixed assets (including capitalized leases) | | 2,231,636 |
Other real estate owned | | 1,729,810 |
Investments in unconsolidated subsidiaries and associated companies | | 63,797 |
Intangible assets | | 13,006,313 |
Other assets | | 21,662,778 |
| | |
Total assets | | 278,464,643 |
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LIABILITIES | | |
Deposits | | 191,033,345 |
Federal funds purchased and securities sold under agreements to repurchase | | 11,079,681 |
Trading liabilities | | 437,280 |
Other borrowed money | | 32,340,366 |
Subordinated notes and debentures | | 8,129,967 |
Other liabilities | | 7,450,842 |
| | |
Total liabilities | | 250,471,481 |
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EQUITY CAPITAL | | |
Common stock | | 18,200 |
Surplus | | 12,636,872 |
Retained earnings | | 13,633,536 |
Noncontrolling (minority) interests in consolidated subsidiaries | | 1,704,554 |
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Total equity capital | | 27,993,162 |
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Total liabilities and equity capital | | 278,464,643 |
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