QuickLinks -- Click here to rapidly navigate through this document
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 (Address of principal executive offices) | 55402 (Zip Code) | |
George J. Rayzis
U.S. Bank National Association
50 South 16th Street
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 (State or other jurisdiction of incorporation or organization) | 51-0347963 (I.R.S. Employer Identification No.) | |
899 Cassatt Road Suite 210 Berwyn, Pennsylvania (Address of Principal Executive Offices) | 19312 (Zip Code) |
4.875% Senior Notes due 2021
(Title of the Indenture Securities)
See Table of Additional Registrants
(As Guarantors)
TABLE OF ADDITIONAL REGISTRANTS
The following domestic subsidiaries of Triumph Group, Inc. are guarantors of the new notes and are co-registrants:
Exact Name of Registrant as Specified in its Charter | State of Incorporation or Organization | I.R.S. Employer Identification Number | ||||
|---|---|---|---|---|---|---|
Triumph Processing, Inc. | California | 95-2504410 | ||||
Triumph Structures—Los Angeles, Inc. | California | 95-2110814 | ||||
Triumph Brands, Inc. | Delaware | 23-2974847 | ||||
Triumph Group Acquisition Corp. | Delaware | 23-2974848 | ||||
The Triumph Group Operations, Inc. | Delaware | 51-0347964 | ||||
Triumph Group Acquisition Holdings, Inc. | Delaware | 23-3075463 | ||||
Triumph Fabrications—Fort Worth, Inc. | Delaware | 75-1716019 | ||||
Triumph Instruments, Inc. | Delaware | 23-2884213 | ||||
Triumph Engineered Solutions, Inc. | Delaware | 13-3869941 | ||||
Nu-Tech Brands, Inc. | Delaware | 23-2990482 | ||||
Triumph Fabrications—San Diego, Inc. | Delaware | 23-2996633 | ||||
Triumph Precision Castings Co. | Delaware | 23-3047800 | ||||
Triumph Turbine Services, Inc. | Delaware | 23-3072034 | ||||
Triumph Engineering Services, Inc. | Delaware | 23-3086299 | ||||
Triumph Actuation Systems—Valencia, Inc. | Delaware | 23-3087691 | ||||
Triumph Composite Systems, Inc. | Delaware | 55-0803321 | ||||
Triumph Thermal Systems, LLC | Delaware | 05-0567797 | ||||
Triumph Gear Systems, Inc. | Delaware | 54-1840009 | ||||
Triumph Aftermarket Services Group, LLC | Delaware | 20-0701287 | ||||
Triumph Aerospace Systems Group, LLC | Delaware | 20-0701219 | ||||
Triumph Structures—Wichita, Inc. | Delaware | 20-4449110 | ||||
Triumph Accessory Services—Grand Prairie, Inc. | Delaware | 20-8227096 | ||||
Triumph Metals Company | Delaware | 55-2229250 | ||||
Triumph Precision, Inc. | Delaware | 20-8646648 | ||||
Triumph Instruments—Burbank, Inc. | Delaware | 20-8646590 | ||||
Triumph Investment Holdings, Inc. | Nevada | 26-3094114 | ||||
Triumph Aviations Inc. | Pennsylvania | 23-3101288 | ||||
Triumph Aerospace Systems—Newport News, Inc. | Virginia | 54-1486601 | ||||
The Mexmil Holding Company, LLC | California | 33-0795911 | ||||
Triumph Actuation Systems—Connecticut, LLC | Delaware | 23-2985939 | ||||
Triumph Actuation Systems, LLC | Delaware | 51-0347968 | ||||
CBA Acquisition, LLC | Delaware | 23-2974848 | * | |||
HT Parts, L.L.C. | Delaware | 02-0593102 | ||||
Triumph Interiors, LLC | Delaware | 20-4720061 | ||||
Triumph Structures—Long Island, LLC | Delaware | 26-1739922 | ||||
Triumph Controls, LLC | Delaware | 23-2831481 | ||||
Triumph Group Holdings—Mexico, LLC | Delaware | 26-4831221 | ||||
Triumph Group Investment—Mexico, LLC | Delaware | 26-4831077 | ||||
Triumph Insulation Systems, LLC | Nevada | 88-0351614 | ||||
Mexmil China, LLC | Nevada | 20-8195141 | ||||
Triumph Airborne Structures, LLC | Arkansas | 71-0781909 | ||||
Triumph Fabrications—Hot Springs, LLC | Arkansas | 71-0402217 | ||||
Triumph Gear Systems—Macomb, Inc. | Michigan | 38-2180514 | ||||
Triumph Aerospace Systems—Wichita, Inc. | Kansas | 48-1072049 | ||||
Triumph Structures—Kansas City, Inc. | Missouri | 43-0996699 | ||||
2
Exact Name of Registrant as Specified in its Charter | State of Incorporation or Organization | I.R.S. Employer Identification Number | ||||
|---|---|---|---|---|---|---|
Triumph Structures—East Texas, Inc. | Texas | 26-4395932 | ||||
Triumph Aerostructures, LLC | Delaware | 27-2570489 | ||||
Triumph Real Estate—Mexico, LLC | Delaware | 27-1065526 | ||||
Triumph Fabrications—St. Louis, Inc. | Illinois | 37-1291831 | ||||
VAC Industries, Inc. | Delaware | 52-1784782 | ||||
Triumph Structures—Everett, Inc. | Delaware | 20-0450975 | ||||
Triumph Aerostructures Holdings, LLC | Delaware | 27-2891121 | ||||
Triumph Aerostructures Real Estate Investment Co., LLC | Delaware | 45-3611458 | ||||
Triumph Engine Control Systems, LLC | Delaware | 46-1826747 | ||||
Triumph Processing-Embee Division, Inc. | California | 95-1719509 | ||||
- *
- Disregarded entity. The I.R.S. Employer Identification Number listed is that of its parent company.
c/o Triumph Group, Inc.
899 Cassatt Road
Suite 210
Berwyn, Pennsylvania 19312
(610) 251-1000
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Each of the Co-Registrant's Principal Executive Offices)
3
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.
- b)
- Whether it is authorized to exercise corporate trust powers.
Comptroller of the Currency
Washington, D.C.
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 March 31, 2013 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.
4
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 29th of May, 2013.
| By: | /s/ George J. Rayzis George J. Rayzis Vice President |
5
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.
| IN TESTIMONY WHEREOF, today, February 27, 2013, 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. | ||
 |  Comptroller of the Currency |
6
CERTIFICATION OF FIDUCIARY POWERS
I, Thomas J. Curry, Comptroller of the Currency, do hereby certify that:
1. The Office of 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), was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat. 668, 12 USC 92a, and that the authority so granted remains in full force and effect on the date of this certificate.
| IN TESTIMONY WHEREOF, today, February 27, 2013, 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. | ||
| Comptroller of the Currency |
7
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: May 29, 2013
By: | /s/ George J. Rayzis George J. Rayzis Vice President |
8
U.S. Bank National Association
Statement of Financial Condition
As of 3/31/2013
| | 3/31/2013 | |||
|---|---|---|---|---|
Assets | ||||
Cash and Balances Due From Depository Institutions | $ | 6,932,431 | ||
Securities | 74,769,168 | |||
Federal Funds | 45,892 | |||
Loans & Lease Financing Receivables | 218,577,592 | |||
Fixed Assets | 5,068,178 | |||
Intangible Assets | 12,739,644 | |||
Other Assets | 27,654,064 | |||
Total Assets | $ | 345,786,969 | ||
Liabilities | ||||
Deposits | $ | 251,849,922 | ||
Fed Funds | 3,545,914 | |||
Treasury Demand Notes | 0 | |||
Trading Liabilities | 512,718 | |||
Other Borrowed Money | 32,387,140 | |||
Acceptances | 0 | |||
Subordinated Notes and Debentures | 4,736,320 | |||
Other Liabilities | 12,747,015 | |||
Total Liabilities | $ | 305,779,029 | ||
Equity | ||||
Common and Preferred Stock | 18,200 | |||
Surplus | 14,133,290 | |||
Undivided Profits | 24,357,498 | |||
Minority Interest in Subsidiaries | $ | 1,498,952 | ||
Total Equity Capital | $ | 40,007,940 | ||
Total Liabilities and Equity Capital | $ | 345,786,969 | ||
9
TABLE OF ADDITIONAL REGISTRANTS
FORM T-1
- Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.
Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.
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.
Exhibit 2
CERTIFICATE OF CORPORATE EXISTENCE
Exhibit 3
CERTIFICATION OF FIDUCIARY POWERS
Exhibit 6
CONSENT
Exhibit 7
U.S. Bank National Association Statement of Financial Condition As of 3/31/2013
($000's)