Exhibit 25.1
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
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) |
Wally Jones
U.S. Bank National Association
333 Commerce Street, Suite 800
Nashville, TN 37201
(615) 251-0733
(Name, address and telephone number of agent for service)
Dollar General Corporation
(Issuer with respect to the Securities)
Tennessee |
| 61-0502302 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
|
|
|
100 Mission Ridge Goodlettsville, Tennessee |
| 37072 |
(Address of Principal Executive Offices) |
| (Zip Code) |
Senior Debt Securities
Guarantees of Senior Debt Securities
(Title of the Indenture Securities)
TABLE OF ADDITIONAL OBLIGORS
Exact Name of Registrant as |
| State or Other |
| I.R.S. Employer |
| Address, Including Zip Code, of |
| Telephone Number, |
DC Financial, LLC |
| Tennessee |
| N/A |
| 100 Mission Ridge, Goodlettsville, TN 37072 |
| 615-855-4000 |
DG eCommerce, LLC |
| Tennessee |
| 27-2199273 |
| 100 Mission Ridge, Goodlettsville, TN 37072 |
| 615-855-4000 |
DG Logistics, LLC |
| Tennessee |
| 62-1805098 |
| 100 Mission Ridge, Goodlettsville, TN 37072 |
| 615-855-4000 |
DG Louisiana, LLC |
| Tennessee |
| 46-1808675 |
| 100 Mission Ridge, Goodlettsville, TN 37072 |
| 615-855-4000 |
DG Promotions, Inc. |
| Tennessee |
| 62-1792083 |
| 100 Mission Ridge, Goodlettsville, TN 37072 |
| 615-855-4000 |
DG Retail, LLC |
| Tennessee |
| 36-4577242 |
| 100 Mission Ridge, Goodlettsville, TN 37072 |
| 615-855-4000 |
DG Strategic I, LLC |
| Tennessee |
| 26-4507991 |
| 100 Mission Ridge, Goodlettsville, TN 37072 |
| 615-855-4000 |
DG Strategic II, LLC |
| Tennessee |
| 26-4508076 |
| 100 Mission Ridge, Goodlettsville, TN 37072 |
| 615-855-4000 |
DG Strategic VI, LLC |
| Tennessee |
| 27-2199673 |
| 100 Mission Ridge, Goodlettsville, TN 37072 |
| 615-855-4000 |
DG Strategic VII, LLC |
| Tennessee |
| 27-2199597 |
| 100 Mission Ridge, Goodlettsville, TN 37072 |
| 615-855-4000 |
DG Strategic VIII, LLC |
| Tennessee |
| 27-2199514 |
| 100 Mission Ridge, Goodlettsville, TN 37072 |
| 615-855-4000 |
DG Transportation, Inc. |
| Tennessee |
| 37-1517488 |
| 100 Mission Ridge, Goodlettsville, TN 37072 |
| 615-855-4000 |
Dolgen I, Inc. |
| Tennessee |
| 26-4508189 |
| 100 Mission Ridge, Goodlettsville, TN 37072 |
| 615-855-4000 |
Dolgen II, Inc. |
| Tennessee |
| 26-4508236 |
| 100 Mission Ridge, Goodlettsville, TN 37072 |
| 615-855-4000 |
Dolgen III, Inc. |
| Tennessee |
| 26-4508282 |
| 100 Mission Ridge, Goodlettsville, TN 37072 |
| 615-855-4000 |
Dolgen California, LLC |
| Tennessee |
| 27-2199414 |
| 100 Mission Ridge, Goodlettsville, TN 37072 |
| 615-855-4000 |
Dolgen Midwest, LLC |
| Tennessee |
| 26-4508134 |
| 100 Mission Ridge, Goodlettsville, TN 37072 |
| 615-855-4000 |
Dolgencorp of New York, Inc. |
| Kentucky |
| 62-1829863 |
| 100 Mission Ridge, Goodlettsville, TN 37072 |
| 615-855-4000 |
Dolgencorp of Texas, Inc. |
| Kentucky |
| 61-1193136 |
| 100 Mission Ridge, Goodlettsville, TN 37072 |
| 615-855-4000 |
Dolgencorp, LLC |
| Kentucky |
| 61-0852764 |
| 100 Mission Ridge, Goodlettsville, TN 37072 |
| 615-855-4000 |
Dollar General Partners |
| Kentucky |
| 61-1193137 |
| 100 Mission Ridge, Goodlettsville, TN 37072 |
| 615-855-4000 |
Retail Property Investments, LLC |
| Delaware |
| 27-3334742 |
| 100 Mission Ridge, Goodlettsville, TN 37072 |
| 615-855-4000 |
Retail Risk Solutions, LLC |
| Tennessee |
| 26-1644044 |
| 100 Mission Ridge, Goodlettsville, TN 37072 |
| 615-855-4000 |
South Boston FF&E, LLC |
| Delaware |
| 26-0411224 |
| 100 Mission Ridge, Goodlettsville, TN 37072 |
| 615-855-4000 |
South Boston Holdings, Inc. |
| Delaware |
| 20-5220571 |
| 100 Mission Ridge, Goodlettsville, TN 37072 |
| 615-855-4000 |
Sun-Dollar, L.P. |
| California |
| 95-4629930 |
| 100 Mission Ridge, Goodlettsville, TN 37072 |
| 615-855-4000 |
FORM T-1
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 and qualification.
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, as amended, 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 Nashville, State of Tennessee on the 14th of March, 2013.
| By: | /s/ Wally Jones |
|
| Wally Jones |
|
| Vice President |
Exhibit 2
Comptroller of the Currency |
Administrator of National Banks |
|
Washington, DC 20219 |
CERTIFICATE OF CORPORATE EXISTENCE
I, Thomas J. Curry, Comptroller of the Currency, do hereby certify that:
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.
2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this certificate.
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IN TESTIMONY WHEREOF, today, November 28, 2012, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia. | |
| |
/s/ Thomas J. Curry | |
Comptroller of the Currency |
Exhibit 3
Comptroller of the Currency |
Administrator of National Banks |
|
Washington, DC 20219 |
CERTIFICATE OF CORPORATE EXISTENCE AND FIDUCIARY POWERS
I. John Walsh, Acting Comptroller of the Currency, do hereby certify that:
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.
2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking and exercise Fiduciary powers on the date of this certificate.
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IN TESTIMONY WHEREOF, today, March 19, 2012, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia. | |
| |
/s/ John Walsh | |
Acting Comptroller of the Currency |
Exhibit 6
CONSENT
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 14, 2013 |
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| By: | /s/ Wally Jones |
|
| Wally Jones |
|
| 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 |
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