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) ¨
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
N/A | 95-3571558 | |
(Jurisdiction of incorporation if not a U.S. national bank) | (I.R.S. employer identification no.) | |
700 South Flower Street, Suite 500 Los Angeles, California | 90017 | |
(Address of principal executive offices) | (Zip code) |
Legal Department
The Bank of New York Mellon Trust Company, N.A.
One Wall Street, 15th Floor
New York, NY 10286
(212) 635-1270
(Name, address and telephone number of agent for service)
MUELLER WATER PRODUCTS, INC.
(Exact name of obligor as specified in its charter)
(See table of additional guarantor obligors on following page)
Delaware | 20-3547095 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification no.) | |
1200 Abernathy Road, Suite 1200 Atlanta, Georgia | 30328 | |
(Address of principal executive offices) | (Zip code) |
8 3/4% Senior Notes due 2020
(Title of the indenture securities)
TABLE OF ADDITIONAL GUARANTOR OBLIGORS
Exact Name of Guarantor Obligor as Specified in its Charter | State or Other Jurisdiction of Incorporation or Organization | I.R.S. Employer Identification Number | Address, Including Zip Code and Telephone Number, Including Area Code, of Guarantor Obligor’s Principal Executive Offices | |||
Anvil 1, LLC | Delaware | 84-1707368 | 1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200 | |||
Anvil 2, LLC | Delaware | 84-1707373 | 1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200 | |||
AnvilStar, LLC | Delaware | 56-2426474 | 1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200 | |||
Anvil International, LP | Delaware | 01-0868924 | 1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200 | |||
Fast Fabricators, LLC | Delaware | 30-0392216 | 1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200 | |||
Henry Pratt Company, LLC | Delaware | 36-3658415 | 1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200 | |||
Henry Pratt International, LLC | Delaware | 56-2317691 | 1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200 | |||
Hersey Meters Co., LLC | Delaware | 37-1388051 | 1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200 | |||
Hunt Industries, LLC | Delaware | 62-0934314 | 1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200 | |||
Hydro Gate, LLC | Delaware | 84-1611440 | 1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200 | |||
James Jones Company, LLC | Delaware | 95-0885425 | 1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200 | |||
J.B. Smith Mfg. Co., LLC | Delaware | 74-2536921 | 1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200 | |||
MCO 1, LLC | Alabama | 65-1276547 | 1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200 | |||
MCO 2, LLC | Alabama | 65-1276553 | 1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200 | |||
Milliken Valve, LLC | Delaware | 75-3099611 | 1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200 |
Mueller Co. Ltd. | Alabama | 11-3782593 | 1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200 | |||
Mueller Financial Services, LLC | Delaware | 05-0627612 | 1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200 | |||
Mueller Group, LLC | Delaware | 37-1387813 | 1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200 | |||
Mueller Group Co-Issuer, Inc. | Delaware | 20-3904177 | 1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200 | |||
Mueller International, LLC | Delaware | 52-2345494 | 1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200 | |||
Mueller International Finance, L.L.C. | Delaware | 52-2357209 | 1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200 | |||
Mueller Service California, Inc. | Delaware | 26-1955676 | 1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200 | |||
Mueller Service Co., LLC | Delaware | 52-1523726 | 1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200 | |||
Mueller Systems, LLC | Delaware | 26-3921102 | 1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200 | |||
United States Pipe and Foundry Company, LLC | Alabama | 13-3429804 | 1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200 | |||
U.S. Pipe Valve & Hydrant, LLC | Delaware | 26-4104389 | 1200 Abernathy Road, Suite 1200 Atlanta GA 30328 (770) 206-4200 |
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. |
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 |
(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.
Item 16. | List of Exhibits. |
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).
1. | A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A. (Exhibit 1 to Form T-1 filed on September 8, 2008 in connection with Registration Statement No. 333-135006) |
2. | A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed January 11, 2005 in connection with Registration Statement No. 333-121948). |
3. | A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed on September 8, 2008 in connection with Registration Statement No. 333-135006). |
4. | A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed on September 8, 2008 in connection with Registration Statement No. 333-135006). |
6. | The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed on September 8, 2008 in connection with Registration Statement No. 333-135006). |
7. | A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. |
8. | Not applicable. |
9. | Not applicable. |
SIGNATURE
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 Atlanta, and State of Georgia, on the 4th day of October, 2010.
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. | ||
By: | /s/ Lee Ann Willis | |
Name: | Lee Ann Willis | |
Title: | Senior Associate |
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 700 South Flower Street, Suite 200, Los Angeles, CA 90017
At the close of business June 30, 2010, 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 | 3,097 | ||
Interest-bearing balances | 1,319 | ||
Securities: | |||
Held-to-maturity securities | 12 | ||
Available-for-sale securities | 647,932 | ||
Federal funds sold and securities purchased under agreements to resell: | |||
Federal funds sold | 112,000 | ||
Securities purchased under agreements to resell | 0 | ||
Loans and lease financing receivables: | |||
Loans and leases held for sale | 0 | ||
Loans and leases, net of unearned income | 0 | ||
LESS: Allowance for loan and lease losses | 0 | ||
Loans and leases, net of unearned income and allowance | 0 | ||
Trading assets | 0 | ||
Premises and fixed assets (including capitalized leases) | 10,065 | ||
Other real estate owned | 0 | ||
Investments in unconsolidated subsidiaries and associated companies | 1 | ||
Direct and indirect investments in real estate ventures | 0 | ||
Not applicable | |||
Intangible assets: | |||
Goodwill | 856,313 | ||
Other Intangible Assets | 230,506 | ||
Other assets | 161,731 | ||
Total assets | $ | 2,022,976 | |
LIABILITIES | ||
Deposits: | ||
In domestic offices | 559 | |
Noninterest-bearing | 559 | |
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) | 268,691 | |
Not applicable | ||
Not applicable | ||
Subordinated notes and debentures | 0 | |
Other liabilities | 216,295 | |
Total liabilities | 485,545 | |
Minority interest in consolidated subsidiaries | 0 | |
EQUITY CAPITAL | ||
Perpetual preferred stock and related surplus | 0 | |
Common stock | 1,000 | |
Surplus (exclude all surplus related to preferred stock) | 1,121,520 | |
Retained earnings | 412,936 | |
Accumulated other comprehensive income | 1,975 | |
Other equity capital components | 0 | |
Total equity capital | 1,537,431 | |
Total liabilities and equity capital (sum of items 21 and 28) | 2,022,976 | |
I, Karen Bayz, Vice President 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.
Karen Bayz | ) | Vice President |
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.
Michael K. Klugman, President | ) | |||
Frank P. Sulzberger, MD | ) | Directors (Trustees) | ||
William D. Lindelof, VP | ) |