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
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
o Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)
a Trustee Pursuant to Section 305(b)(2)
UNION BANK, N.A.
(Exact name of Trustee as specified in its charter)
94-0304228
I.R.S. Employer Identification No.
I.R.S. Employer Identification No.
| 400 California Street | ||
| San Francisco, California | 94104 | |
| (Address of principal executive offices) | (Zip Code) |
General Counsel
Union Bank, N.A.
400 California Street
Corporate Trust — 12th Floor
San Francisco, CA 94104
(415) 765-2945
Union Bank, N.A.
400 California Street
Corporate Trust — 12th Floor
San Francisco, CA 94104
(415) 765-2945
(Name, address and telephone number of agent for service)
EXPRESS SCRIPTS, INC.
(Issuer with respect to the Securities)
| Delaware | 43-1420563 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| Airport Holdings, LLC | New Jersey | 75-3040465 | ||
| Byfield Drug, Inc. | Massachusetts | 01-0705518 | ||
| Care Continuum, Inc. | Kentucky | 61-1162797 | ||
| CFI of New Jersey, Inc. | New Jersey | 22-3114423 | ||
| Chesapeake Infusion, Inc. | Florida | 22-3835126 | ||
| ConnectYourCare Company, LLC | Delaware | 20-2996995 | ||
| ConnectYourCare, LLC | Maryland | 26-1274092 | ||
| CuraScript, Inc. | Delaware | 36-4369972 | ||
| CuraScript PBM Services, Inc. | Delaware | 36-4374570 | ||
| Diversified Pharmaceutical Services, Inc. | Minnesota | 41-1627938 | ||
| ESI Claims, Inc. | Delaware | 43-1869691 | ||
| ESI Enterprises, LLC | Delaware | 56-2356810 | ||
| ESI-GP Holdings, Inc. | Delaware | 43-1925556 |
| ESI Mail Pharmacy Service, Inc. | Delaware | 43-1867735 | ||
| ESI Partnership | Delaware | 43-1925562 | ||
| ESI Realty, LLC | New Jersey | 75-3040456 | ||
| ESI Resources, Inc. | Minnesota | 41-2006555 | ||
| Express Scripts Canada Holding, Co. | Delaware | 43-1942542 | ||
| Express Scripts Pharmaceutical Procurement, LLC | Delaware | 20-5826948 | ||
| Express Scripts Sales Development Co. | Delaware | 43-1832983 | ||
| Express Scripts Senior Care, Inc. | Delaware | 20-3126075 | ||
| Express Scripts Senior Care Holdings, Inc. | Delaware | 20-3126104 | ||
| Express Scripts Specialty Distribution Services, Inc. | Delaware | 43-1869712 | ||
| Express Scripts Utilization Management Co. | Delaware | 43-1869714 | ||
| Freco, Inc. | Florida | 02-0523249 | ||
| Freedom Service Company, LLC | Florida | 20-3229217 | ||
| Healthbridge, Inc. | Delaware | 26-2159005 | ||
| Healthbridge Reimbursement and Product Support, Inc. | Massachusetts | 04-2992335 | ||
| iBiologic, Inc. | Delaware | 20-0325621 | ||
| IVTx, Inc. | Delaware | 43-1794690 | ||
| Lynnfield Compounding Center, Inc. | Florida | 58-2593075 | ||
| Lynnfield Drug, Inc. | Florida | 04-354-6044 | ||
| Matrix GPO LLC | Indiana | 51-0500147 | ||
| Mooresville On-Site Pharmacy, LLC | Delaware | 26-1102625 | ||
| MSC — Medical Services Company | Florida | 59-2997634 | ||
| National Prescription Administrators, Inc. | New Jersey | 22-2230703 | ||
| NextRx Sub I, LLC | Delaware | 27-0255687 | ||
| NextRx Sub II, LLC | Delaware | 27-0255828 | ||
| NextRx Sub III, LLC | Delaware | 27-0255972 | ||
| Phoenix Marketing Group, LLC | Delaware | 26-0041070 | ||
| Priorityhealthcare.com, Inc. | Florida | 59-3573515 | ||
| Priority Healthcare Corporation | Indiana | 35-1927379 | ||
| Priority Healthcare Corporation West | Nevada | 88-0445494 | ||
| Priority Healthcare Distribution, Inc. | Florida | 59-3761140 | ||
| Priority Healthcare Pharmacy, Inc. | Florida | 59-3099905 | ||
| Sinuspharmacy, Inc. | Florida | 56-2394216 | ||
| Specialty Infusion Pharmacy, Inc. | Florida | 74-3105470 | ||
| Spectracare, Inc. | Kentucky | 61-1147068 | ||
| Spectracare Health Care Ventures, Inc. | Kentucky | 61-1317695 | ||
| Spectracare of Indiana | Indiana | 35-1807559 | ||
| Spectracare Infusion Pharmacy, Inc. | Kentucky | 61-1147067 | ||
| Speedy Re-employment, LLC | Florida | 20-0551334 | ||
| Value Health, Inc. | Delaware | 06-1194838 | ||
| YourPharmacy.com, Inc. | Delaware | 43-1842584 |
| One Express Way St. Louis, Missouri | 63121 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Debt Securities
(Title of the indenture securities)
2
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. |
| Office of the Comptroller of the Currency Washington, D.C. 20219 |
| b) | Whether it is authorized to exercise corporate trust powers. |
| Trustee is authorized to exercise corporate trust powers. |
| Item 2. | AFFILIATIONS WITH OBLIGOR.If the obligor is an affiliate of the Trustee, describe each such affiliation. |
| None |
| In answering this item, the trustee has relied, in part, upon information furnished by the obligor, and the trustee disclaims responsibility for the accuracy or completeness of such information. The trustee has also examined its own books and records for the purpose of answering this item. |
| 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.* | ||
| 3. | A copy of the certificate of authority of the Trustee to exercise corporate trust powers.* | ||
| 4. | A copy of the existing bylaws of the Trustee.* | ||
| 5. | 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. | ||
| 8. | Not Applicable |
3
| 9. | Not Applicable |
* Incorporated by reference to exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25.1 to the Form S-4 dated March 17, 2003 of Star Gas Partners, L.P. file number 333-103873.
4
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, Union Bank, N.A., 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 New York, State of New York on the 29th day of May, 2009.
| Union Bank, N.A. | ||||
| By: | /S/ Patricia Phillips-Coward | |||
Patricia Phillips-Coward Vice President | ||||
5
EXHIBIT 6
CONSENT OF THE TRUSTEE
REQUIRED BY SECTION 321(b) OF THE ACT
REQUIRED BY SECTION 321(b) OF THE ACT
May 29, 2009
Securities and Exchange Commission
Washington, D.C. 20549
Washington, D.C. 20549
Ladies and Gentlemen:
In connection with the proposed issuance of debt securities of Express Scripts, Inc., the undersigned, in accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, hereby consents that reports of examinations of the undersigned by federal, state, territorial, or district authorities authorized to make such examinations may be furnished by such authorities to the Securities and Exchange Commission upon request therefor.
| Sincerely, Union Bank, N.A. | ||||
| By: | /S/ Patricia Phillips-Coward | |||
| Patricia Phillips-Coward Vice President | ||||
6
Exhibit 7
Page 1
Page 1
Consolidated Report of Condition of
Union Bank, National Association
of San Francisco in the State of California, at the close of business December 31, 2008, published in response to call made by the Comptroller of the Currency, under Title 12, United States Code, Section 161. Charter 21541
BALANCE SHEET
| Dollar Amounts | ||||
| In Thousands | ||||
| ASSETS | ||||
| Cash and balances due from depository institutions: | ||||
| Non-interest-bearing balances and currency and coin | $ | 1,568,573 | ||
| Interest-bearing balances | 2,872,698 | |||
| Securities: | ||||
| Held-to-maturity securities | 0 | |||
| Available-for-sale securities | 8,183,431 | |||
| Federal funds sold and securities purchased under agreements to resell: | ||||
| Federal funds sold in domestic offices` | 23,000 | |||
| Securities purchased under agreements to resell | 40,069 | |||
| Loans and lease financing receivables: | ||||
| Loans and leases held for sale | 22,381 | |||
| Loans and leases, net of unearned income | 49,139,282 | |||
| LESS: Allowance for loan and lease losses | 724,654 | |||
| Loans and leases, net of unearned income and allowance | 48,414,628 | |||
| Trading assets | 1,268,629 | |||
| Premises and fixed assets | 680,004 | |||
| Other real estate owned | 20,214 | |||
| Investments in unconsolidated subsidiaries and associated companies | 0 | |||
| Intangible assets: | ||||
| Goodwill | 2,369,326 | |||
| Other intangible assets | 713,893 | |||
| Other assets | 3,559,759 | |||
| Total assets | 69,736,605 | |||
Exhibit 7
Page 2
Page 2
| Dollar Amounts | ||||
| In Thousands | ||||
| LIABILITIES | ||||
| Deposits: | ||||
| In domestic offices | 44,059,954 | |||
| Noninterest-bearing | 13,568,866 | |||
| Interest-bearing | 30,491,088 | |||
| In foreign offices, Edge and Agreement subsidiaries, and IBFs | 3,331,346 | |||
| Noninterest-bearing | 0 | |||
| Interest-bearing | 3,331,346 | |||
| Federal funds purchased and securities sold under agreements to repurchase: | ||||
| Federal funds purchased in domestic offices | 112,684 | |||
| Securities sold under agreements to repurchase | 60,074 | |||
| Trading liabilities | 1,087,311 | |||
| Other borrowed money | 11,222,597 | |||
| Subordinated notes and debentures | 810,558 | |||
| Subordinated notes payable to unconsolidated trusts issuing trust preferred securities, and trust preferred securities issued by consolidated special purpose entities | ||||
| Other liabilities | 1,664,375 | |||
| Total liabilities | 62,348,899 | |||
| Minority interest in consolidated subsidiaries | 0 | |||
| EQUITY CAPITAL | ||||
| Perpetual preferred stock and related surplus | 0 | |||
| Common stock | 604,577 | |||
| Surplus | 4,795,417 | |||
| Retained earnings | 2,799,463 | |||
| Accumulated other comprehensive income | -811,751 | |||
| Other equity capital components | 0 | |||
| Total equity capital | 7,387,706 | |||
| Total liabilities, minority interest, and equity capital | 69,736,605 | |||