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)
_______________________________________________________
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) |
George J. Rayzis
U.S. Bank National Association
50 South 16th Street, Suite 2000
Philadelphia, PA 19102
(215) 761-9317
(Name, address and telephone number of agent for service)
Triumph Group, Inc.
(Issuer with respect to the Securities)
Delaware | 51-0347963 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
|
|
899 Cassatt Road, Suite 210 Berwyn, Pennsylvania |
19312 |
(Address of Principal Executive Offices) | (Zip Code) |
Debt Securities
(Title of the Indenture Securities)
TABLE OF CO-REGISTRANTS
The following direct and indirect subsidiaries of registrant may guarantee the debt securities and are co-registrants under this registration statement.
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Exact Name of Registrant as Specified in its Charter |
| State of |
| I.R.S. Employer |
| |
Nu-Tech Brands, Inc. |
| Delaware |
|
| 23-2990482 |
|
Triumph Brands, Inc. |
| Delaware |
|
| 23-2974847 |
|
Triumph Group Acquisition Corp. |
| Delaware |
|
| 23-2974848 |
|
Triumph Integrated Aircraft Interiors, Inc. |
| Delaware |
|
| 20-8646648 |
|
Triumph Insulation Systems, LLC |
| Nevada |
|
| 88-0351614 |
|
Triumph Accessory Services—Grand Prairie, Inc. |
| Delaware |
|
| 20-8227096 |
|
Triumph Actuation Systems—Valencia, Inc. |
| Delaware |
|
| 23-3087691 |
|
Triumph Actuation Systems, LLC |
| Delaware |
|
| 51-0347968 |
|
Triumph Actuation Systems—Connecticut, LLC |
| Delaware |
|
| 23-2985939 |
|
HT Parts, L.L.C. |
| Delaware |
|
| 02-0593102 |
|
Triumph Structures—Kansas City, Inc. |
| Missouri |
|
| 43-0996699 |
|
Triumph Aerospace Systems Group, LLC |
| Delaware |
|
| 20-0701219 |
|
Triumph Aftermarket Services Group, LLC |
| Delaware |
|
| 20-0701287 |
|
Triumph Airborne Structures, LLC |
| Arkansas |
|
| 71-0781909 |
|
Triumph Aviations Inc. |
| Pennsylvania |
|
| 23-3101288 |
|
Triumph Composite Systems, Inc. |
| Delaware |
|
| 55-0803321 |
|
Triumph Controls, LLC |
| Delaware |
|
| 23-2831481 |
|
Triumph Engineered Solutions, Inc. |
| Delaware |
|
| 13-3869941 |
|
Triumph Engineering Services, Inc. |
| Delaware |
|
| 23-3086299 |
|
Triumph Gear Systems, Inc. |
| Delaware |
|
| 54-1840009 |
|
Triumph Gear Systems—Macomb, Inc. |
| Michigan |
|
| 38-2180514 |
|
Triumph Group Acquisition Holdings, Inc. |
| Delaware |
|
| 23-3075463 |
|
Triumph Thermal Systems, LLC |
| Delaware |
|
| 05-0567797 |
|
Triumph Turbine Services, Inc. |
| Delaware |
|
| 23-3072034 |
|
Triumph Structures—Wichita, Inc. |
| Delaware |
|
| 20-4449110 |
|
Triumph Fabrications—Orangeburg, Inc. (f/k/a Triumph Fabrications—St. Louis, Inc.) |
| Illinois |
|
| 37-1291831 |
|
VAC Industries, Inc. |
| Delaware |
|
| 52-1784782 |
|
Triumph Aerostructures, LLC |
| Delaware |
|
| 27-2570489 |
|
Triumph Aerostructures Holdings, LLC |
| Delaware |
|
| 27-2891121 |
|
Triumph Engine Control Holdings, Inc. |
| Delaware |
|
| 46-2717921 |
|
Triumph Engine Control Systems, LLC |
| Delaware |
|
| 46-1826747 |
|
Triumph Investment Holdings, Inc. |
| Nevada |
|
| 26-3094119 |
|
Triumph Actuation Systems—Yakima, LLC |
| Delaware |
|
| 46-5718307 |
|
Triumph Aerostructures—Tulsa, LLC |
| Delaware |
|
| 36-4797012 |
|
Triumph Thermal Systems—Maryland, Inc. |
| Delaware |
|
| 52-1887708 |
|
The Triumph Group Operations, Inc. |
| Delaware |
|
| 51-0347964 |
|
Triumph Instruments—Burbank, Inc. |
| Delaware |
|
| 20-8646590 |
|
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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 THE 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 September 30, 2020 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 form S-3ASR, Registration Number 333-199863 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 Philadelphia, State of Pennsylvania on the 17th of December, 2020.
By:/s/ George J. Rayzis________George J. Rayzis
Vice President
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Exhibit 2
5
Exhibit 3
6
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 17, 2020
By:/s/ George J. Rayzis_________George J. Rayzis
Vice President
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Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 9/30/2020
($000’s)
9/30/2020
Assets
Cash and Balances Due From $ 43,891,940
Depository Institutions
Securities132,530,990
Federal Funds898
Loans & Lease Financing Receivables 307,196,612
Fixed Assets 7,598,340
Intangible Assets12,549,045
Other Assets 26,728,893
Total Assets $530,496,718
Liabilities
Deposits$426,766,411
Fed Funds1,460,030
Treasury Demand Notes0
Trading Liabilities 859,917
Other Borrowed Money29,719,033
Acceptances0
Subordinated Notes and Debentures3,850,000
Other Liabilities14,732,819
Total Liabilities$477,388,210
Equity
Common and Preferred Stock18,200
Surplus 14,266,915
Undivided Profits38,022,958
Minority Interest in Subsidiaries800,435
Total Equity Capital$53,108,508
Total Liabilities and Equity Capital$530,496,718
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