Exhibit 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMT-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) |
Raymond S. Haverstock
U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107
(651)466-6299
(Name, address and telephone number of agent for service)
Meredith Corporation*
(Issuer with respect to the Securities)
*see table of additional registrants
| Iowa | 42-0410230 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
1716 Locust Street Des Moines, Iowa | 50309-3023 | |
| (Address of Principal Executive Offices) | (Zip Code) |
6.875% Senior Notes Due 2026
Guarantees of 6.875% Senior Notes Due 2026
(Title of the Indenture Securities)
*Table of Additional Registrant Guarantors (1)(2)
Exact Name of Registrant Guarantor as Specified in its Charter | State or other | IRS Employer | ||
| Allrecipes.com, Inc. | Washington | 61-1809295 | ||
| Eating Well, Inc. | Iowa | 03-0322411 | ||
| KPHO Broadcasting Corporation | Arizona | 46-1419978 | ||
| KPTV-KPDX Broadcasting Corporation | Oregon | 46-1428762 | ||
| KVVU Broadcasting Corporation | Nevada | 88-0150559 | ||
| Meredith Performance Marketing, LLC | Iowa | 81-4439693 | ||
| Meredith Shopper Marketing, LLC | Iowa | * | ||
| MyWedding, LLC | Colorado | 27-0968081 | ||
| Selectable Media Inc. | Delaware | 01-0829100 | ||
| TI Gotham Inc. | Delaware | 13-3486363 | ||
| BIZRATE INSIGHTS INC. | Delaware | 81-3387655 | ||
| Book-of-the-Month Club, Inc. | New York | 13-2912773 | ||
| Cozi Inc. | Delaware | 46-1871123 | ||
| Entertainment Weekly Inc. | Delaware | 13-3531720 | ||
| FanSided Inc. | Delaware | 47-3949424 | ||
| Health Media Ventures Inc. | Delaware | 63-1276037 | ||
| Hello Giggles, Inc. | Delaware | 27-5305459 | ||
| MNI Targeted Media Inc. | Delaware | 06-1478215 | ||
| NewSub Magazine Services LLC | Delaware | 06-1535009 | ||
| NSSI Holdings Inc. | Delaware | 13-4118261 | ||
| SI DIGITAL GAMES, INC. | Delaware | 46-5427147 | ||
| Southern Progress Corporation | Delaware | 63-0169565 | ||
| Synapse Direct, Inc. | Delaware | 06-1588839 | ||
| Synapse Group, Inc. | Delaware | 06-1310649 | ||
| Synapse Retail Ventures, Inc. | Delaware | 27-0036946 | ||
| Synapse Ventures, Inc. | Delaware | 06-1587880 | ||
| Synapseconnect, Inc. | Delaware | 06-1592469 | ||
| TI International Holdings Inc. | Delaware | 13-4086900 | ||
| TI Live Events Inc. | Delaware | 27-4101204 | ||
| TI Marketing Services Inc. | Delaware | 26-1591865 | ||
| TI Media Solutions Inc. | Delaware | 13-1996792 | ||
| TI MEXICO HOLDINGS INC. | Delaware | 20-3139129 | ||
| TI PAPERCO INC. | Delaware | 13-3985403 | ||
| TI Consumer Marketing, Inc. | Delaware | 13-4003379 | ||
| TI Customer Service, Inc. | Delaware | 13-3388590 | ||
| TI Distribution Services Inc. | Delaware | 13-2791594 | ||
| TI Inc. Affluent Media Group | New York | 13-1426942 | ||
| TI Inc. Books | Delaware | 13-3997977 | ||
| TI Inc. Lifestyle Group | Delaware | 63-0515956 | ||
| TI Inc. Play | Delaware | 47-2495788 | ||
| TI Inc. Retail | New York | 13-0869490 | ||
| TI Inc. Ventures | Delaware | 13-3687855 | ||
| TI Publishing Ventures, Inc. | Delaware | 13-3353266 | ||
| Viant Technology Holding Inc. | Delaware | 13-4142023 | ||
TI Administrative Holdings LLC | Delaware | 13-4113302 | ||
TI Books Holdings LLC | Delaware | 13-4145911 | ||
TI Circulation Holdings LLC | Delaware | 13-4091846 |
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| TI Corporate Holdings LLC | Delaware | 13-4145908 | ||
| TI Distribution Holdings LLC | Delaware | 13-4145913 | ||
| TI Magazine Holdings LLC | Delaware | 13-4135343 | ||
| TI Sales Holdings LLC | Delaware | 13-4145903 | ||
| TI Direct Ventures LLC | Delaware | 32-0045153 |
| (1) | The address and telephone number for each of the additional registrant guarantors is 1716 Locust Street, Des Moines, Iowa 50309-3023, (515)284-3000. |
| (2) | The name, address, including zip code, and telephone number, including area code, of agent for service for each of the Additional Registrants is John S. Zieser, Chief Development Officer / General Counsel and Secretary, Meredith Corporation, 1716 Locust Street, Des Moines, Iowa 50309-3023, (515)284-3000. |
| * | Does not have employees; no employer identification number issued. |
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FORMT-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 | Items3-15 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 September 30, 2018 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 onS-4, Registration Number333-128217 filed on November 15, 2005.
** Incorporated by reference to Exhibit 25.1 to registration statement on formS-3ASR, Registration Number333-199863 filed on November 5, 2014.
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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 St. Paul, State of Minnesota on the 4th of December, 2018.
| By: | /s/ Raymond S. Haverstock | |
| Raymond S. Haverstock | ||
| Vice President |
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Exhibit 2
6
Exhibit 3
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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: December 4th, 2018
| By: | /s/ Raymond S. Haverstock | |
| Raymond S. Haverstock | ||
| Vice President |
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Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 9/30/2018
($000’s)
| 9/30/2018 | ||||
Assets | ||||
Cash and Balances Due From Depository Institutions | $ | 20,003,448 | ||
Securities | 110,034,104 | |||
Federal Funds | 31,434 | |||
Loans & Lease Financing Receivables | 281,653,128 | |||
Fixed Assets | 3,819,093 | |||
Intangible Assets | 13,233,498 | |||
Other Assets | 27,236,326 | |||
|
| |||
Total Assets | $ | 456,011,031 | ||
Liabilities | ||||
Deposits | $ | 342,906,860 | ||
Fed Funds | 6,964,321 | |||
Treasury Demand Notes | 0 | |||
Trading Liabilities | 977,478 | |||
Other Borrowed Money | 38,881,574 | |||
Acceptances | 0 | |||
Subordinated Notes and Debentures | 3,800,000 | |||
Other Liabilities | 14,600,333 | |||
|
| |||
Total Liabilities | $ | 408,130,566 | ||
Equity | ||||
Common and Preferred Stock | 18,200 | |||
Surplus | 14,266,915 | |||
Undivided Profits | 32,793,053 | |||
Minority Interest in Subsidiaries | 802,297 | |||
|
| |||
Total Equity Capital | $ | 47,880,465 | ||
Total Liabilities and Equity Capital | $ | 456,011,031 | ||
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