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) |
6.375% Senior Notes due 2023
Guarantees of 6.375% Senior Notes due 2023
(Title of the indenture securities)
TABLE OF ADDITIONAL REGISTRANTS
| | | | | | |
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 | |
Bishop Communications Corporation | | Minnesota | | | 41-1462176 | |
Buffalo Valley Management Services, Inc. | | Delaware | | | 54-1619403 | |
Cinergy Communications Company of Virginia | | Virginia | | | 20-8076097 | |
Communications Sales and Leasing, Inc. | | Minnesota | | | 41-1340032 | |
Conestoga Enterprises, Inc. | | Pennsylvania | | | 23-2565087 | |
Conestoga Management Services, Inc. | | Delaware | | | 84-1619408 | |
CT Cellular, Inc. | | North Carolina | | | 56-1868838 | |
CT Communications, Inc. | | North Carolina | | | 56-1837282 | |
CT Wireless Cable, Inc. | | North Carolina | | | 56-1952872 | |
D&E Communications, Inc. | | Delaware | | | 27-0147149 | |
D&E Investments, Inc. | | Nevada | | | 86-0861452 | |
D&E Management Services, Inc. | | Nevada | | | 88-0509645 | |
D&E Networks, Inc. | | Pennsylvania | | | 25-1780894 | |
Equity Leasing, Inc. | | Nevada | | | 20-0810636 | |
Gabriel Communications Finance Company | | Delaware | | | 43-1861146 | |
Heart of the Lakes Cable Systems, Inc. | | Minnesota | | | 41-1577709 | |
Hosted Solutions Charlotte LLC | | Delaware | | | N/A | |
Hosted Solutions Raleigh LLC | | Delaware | | | N/A | |
Iowa Telecom Data Services, L.C. | | Iowa | | | 74-3083835 | |
Iowa Telecom Technologies, L.L.C. | | Iowa | | | 47-0937013 | |
IWA Services, LLC | | Iowa | | | 20-8346096 | |
KDL Communications Corporation | | Nevada | | | 74-2816724 | |
KDL Holdings, LLC | | Delaware | | | 48-1251032 | |
Kerrville Cellular, LLC | | Texas | | | 74-2513782 | |
Kerrville Communications Corporation | | Delaware | | | 74-2197091 | |
Kerrville Mobile Holdings, LLC | | Texas | | | 74-3008924 | |
Kerrville Wireless Holdings, LLC | | Texas | | | 74-3012850 | |
Lakedale Communications, LLC | | Minnesota | | | 41-1958251 | |
Lexcom Inc. | | North Carolina | | | 56-1942135 | |
Norlight Telecommunications of Virginia, Inc. | | Virginia | | | 26-3497118 | |
NuVox, Inc. | | Delaware | | | 43-1820855 | |
Oklahoma Windstream, LLC | | Oklahoma | | | 73-0630965 | |
PCS Licenses, Inc. | | Nevada | | | 83-0397829 | |
Progress Place Realty Holding Company, LLC | | North Carolina | | | 27-1255466 | |
Southwest Enhanced Network Services, LP | | Delaware | | | 75-2885419 | |
Teleview, LLC | | Georgia | | | 58-2033040 | |
Texas Windstream, Inc. | | Texas | | | 75-0984391 | |
Valor Telecommunications Enterprises Finance Corp. | | Delaware | | | 20-2280110 | |
Valor Telecommunications Enterprises II, LLC | | Delaware | | | 75-2950064 | |
Valor Telecommunications Enterprises, LLC | | Delaware | | | 75-2884398 | |
Valor Telecommunications Investments, LLC | | Delaware | | | 47-0902124 | |
Valor Telecommunications of Texas, LLC d/b/a Windstream Communications Southwest | | Delaware | | | 52-2194219 | |
Windstream Alabama, LLC | | Alabama | | | 63-0364952 | |
Windstream Arkansas, LLC | | Delaware | | | 71-0400407 | |
Windstream Baker Solutions, Inc. | | Iowa | | | 39-1875659 | |
Windstream Communications Kerrville, LLC | | Texas | | | 74-0724580 | |
Windstream Communications Telecom, LLC | | Texas | | | 74-2955898 | |
Windstream CTC Internet Services, Inc. | | North Carolina | | | 52-2101328 | |
| | | | | | |
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 | |
Windstream Direct, LLC | | Minnesota | | | 41-1903994 | |
Windstream EN-TEL, LLC | | Minnesota | | | 41-1928105 | |
Windstream Holding of the Midwest, Inc. | | Nebraska | | | 47-0632436 | |
Windstream Hosted Solutions, LLC | | Delaware | | | 26-1997939 | |
Windstream Intellectual Property Services, Inc. | | Delaware | | | 26-4741090 | |
Windstream Iowa Comm, Inc. | | Iowa | | | 42-1525756 | |
Windstream Iowa Communications, Inc. | | Delaware | | | 27-1635465 | |
Windstream KDL-VA, Inc. | | Virginia | | | 20-0817269 | |
Windstream Kerrville Long Distance, LLC | | Texas | | | 74-2228603 | |
Windstream Lakedale Link, Inc. | | Minnesota | | | 41-1815232 | |
Windstream Lakedale, Inc. | | Minnesota | | | 41-0643917 | |
Windstream Leasing, LLC | | Delaware | | | 27-2348873 | |
Windstream Lexcom Entertainment, LLC | | North Carolina | | | 56-2261861 | |
Windstream Lexcom Long Distance, LLC | | North Carolina | | | 56-2261863 | |
Windstream Lexcom Wireless, LLC | | North Carolina | | | 56-2261865 | |
Windstream Montezuma, Inc. | | Iowa | | | 42-0422100 | |
Windstream Network Services of the Midwest, Inc. | | Nebraska | | | 91-1772936 | |
Windstream NorthStar, LLC | | Minnesota | | | 27-0297987 | |
Windstream NuVox Arkansas, Inc | | Delaware | | | 43-1830185 | |
Windstream NuVox Illinois, Inc. | | Delaware | | | 43-1861148 | |
Windstream NuVox Indiana, Inc. | | Delaware | | | 43-1861150 | |
Windstream NuVox Kansas, Inc. | | Delaware | | | 43-1830186 | |
Windstream NuVox Oklahoma, Inc | | Delaware | | | 43-1850572 | |
Windstream Oklahoma, LLC | | Delaware | | | 71-0406211 | |
Windstream SHAL Networks, Inc. | | Minnesota | | | 41-1701143 | |
Windstream SHAL, LLC | | Minnesota | | | 41-1858078 | |
Windstream South Carolina, LLC | | South Carolina | | | 57-0140680 | |
Windstream Southwest Long Distance, LP | | Delaware | | | 75-2884847 | |
Windstream Sugar Land, Inc. | | Texas | | | 74-0672235 | |
Windstream Supply, LLC | | Ohio | | | 31-4359937 | |
Wireless One of North Carolina, LLC | | Delaware | | | 56-1952876 | |
* | 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.* |
| 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 December 31, 2012 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 S-4, Registration Number 333-166527 filed on May 5, 2010 |
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 as of February 21, 2013.
| | |
U.S. BANK NATIONAL ASSOCIATION |
| |
By: | | /s/ Muriel Shaw |
| | Muriel Shaw |
| | Assistant Vice President |
Exhibit 2
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Exhibit 3
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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: February 21, 2013
| | |
U.S. BANK NATIONAL ASSOCIATION |
| |
By: | | /s/ Muriel Shaw |
| | Muriel Shaw |
| | Assistant Vice President |
Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 12/31/2012
($000’s)
| | | | |
| | 12/31/2012 | |
Assets | | | | |
Cash and Balances Due From Depository Institutions | | $ | 8,252,302 | |
Securities | | | 74,022,528 | |
Federal Funds | | | 74,234 | |
Loans & Lease Financing Receivables | | | 219,884,343 | |
Fixed Assets | | | 5,024,268 | |
Intangible Assets | | | 12,542,566 | |
Other Assets | | | 25,288,375 | |
| | | | |
Total Assets | | $ | 345,088,616 | |
| |
Liabilities | | | | |
Deposits | | $ | 253,686,214 | |
Fed Funds | | | 4,291,213 | |
Treasury Demand Notes | | | 0 | |
Trading Liabilities | | | 404,237 | |
Other Borrowed Money | | | 30,911,125 | |
Acceptances | | | 0 | |
Subordinated Notes and Debentures | | | 4,736,320 | |
Other Liabilities | | | 11,473,186 | |
| | | | |
Total Liabilities | | $ | 305,502,295 | |
| |
Equity | | | | |
Common and Preferred Stock | | | 18,200 | |
Surplus | | | 14,133,290 | |
Undivided Profits | | | 23,981,892 | |
Minority Interest in Subsidiaries | | $ | 1,452,939 | |
| | | | |
Total Equity Capital | | $ | 39,586,321 | |
| |
Total Liabilities and Equity Capital | | $ | 345,088,616 | |