Exhibit 25
UNITED STATES
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) |
WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
A National Banking Association | 94-1347393 | |
(Jurisdiction of incorporation or organization if not a U.S. national bank) | (I.R.S. Employer Identification No.) | |
101 North Phillips Avenue Sioux Falls, South Dakota | 57104 | |
(Address of principal executive offices) | (Zip code) |
Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)
Cott Beverages Inc.
(Exact name of obligor as specified in its charter)
See Schedule A of Additional Registrants
Georgia | 58-1947565 | |||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||
6525 Viscount Road Mississauga, Ontario, Canada | L4V1H6 | |||
5519 West Idlewild Avenue, Suite 100 Tampa, Florida, United States | 33634 | |||
(Address of principal executive offices) | (Zip code) |
5.375% Senior Notes due 2022
(Title of the indenture securities)
SCHEDULE A
Additional Registrants | State of Incorporation or Organization | Principal Executive Offices | I.R.S. Employer Identification Number | |||
Cott Corporation | Canada | 6525 Viscount Road, Mississauga, ON L4V 1H6 | 98-0154711 | |||
156775 Canada Inc. | Canada | 6525 Viscount Road, Mississauga, ON L4V 1H6 | 89614 3872 RC0001 | |||
2011438 Ontario Limited | Canada | 6525 Viscount Road, Mississauga, ON L4V 1H6 | 86503 7055 RC0001 | |||
804340 Ontario Limited | Canada | 6525 Viscount Road, Mississauga, ON L4V 1H6 | 89614 3278 RC0001 | |||
967979 Ontario Limited | Canada | 6525 Viscount Road, Mississauga, ON L4V 1H6 | 13169 9266 RC0001 | |||
Aimia Foods EBT Company Limited | United Kingdom | Penny Lane, Haydock, Merseyside, WA11 0QZ | N/A | |||
Aimia Foods Group Limited | United Kingdom | Penny Lane, Haydock, Merseyside, WA11 0QZ | N/A | |||
Aimia Foods Holdings Limited | United Kingdom | Penny Lane, Haydock, Merseyside, WA11 0QZ | 33859 23707 | |||
Aimia Foods Limited | United Kingdom | Penny Lane, Haydock, Merseyside, WA11 0QZ | 27320 02926 | |||
Calypso Soft Drinks Limited | United Kingdom | Spectrum Business Park, Wrexham Industrial Estate, Wrexham, CLWYD, LL13 9QA | 61520 80806 | |||
Caroline LLC | Delaware | 5519 W. Idlewild Ave, Tampa, FL 33634 | 27-3093616 | |||
Cliffstar LLC | Delaware | 5519 W. Idlewild Ave, Tampa, FL 33634 | 37-1606117 | |||
Cooke Bros. (Tattenhall). Limited | United Kingdom | Spectrum Business Park, Wrexham Industrial Estate, Wrexham, CLWYD, LL13 9QA | N/A | |||
Cooke Bros Holdings Limited | United Kingdom | Spectrum Business Park, Wrexham Industrial Estate, Wrexham, CLWYD, LL13 9QA | 27472 27943 |
Additional Registrants | State of Incorporation or Organization | Principal Executive Offices | I.R.S. Employer Identification Number | |||
Cott (Nelson) Limited | United Kingdom | Kegworth Citrus Grove Side Ley, Derbyshire, UK DE74 2FJ | N/A | |||
Cott Acquisition Limited | United Kingdom | Citrus Grove, Side Ley Kegworth, Derby, DE74 2FJ | 27-3240536 | |||
Cott Acquisition LLC | Delaware | 5519 W. Idlewild Ave, Tampa, FL 33634 | 27-3178138 | |||
Cott Beverages Limited | United Kingdom | Citrus Grove, Side Ley Kegworth, Derby, DE74 2FJ | 32600 90818 | |||
Cott Developments Limited | United Kingdom | Citrus Grove, Side Ley Kegworth, Derby, DE74 2FJ | 27983 15501 | |||
Cott Europe Trading Limited | United Kingdom | Citrus Grove, Side Ley Kegworth, Derby, DE74 2FJ | N/A | |||
Cott Holdings Inc. | Delaware | 5519 W. Idlewild Ave, Tampa, FL 33634 | 58-2020185 | |||
Cott Investment, L.L.C. | Delaware | 5519 W. Idlewild Ave, Tampa, FL 33634 | N/A | |||
Cott Limited | United Kingdom | Citrus Grove, Side Ley Kegworth, Derby, DE74 2FJ | N/A | |||
Cott Luxembourg S.A.R.L. | Luxembourg | 595, rue de Neudorf, L-2220 Luxembourg, Grand Duchy of Luxembourg | 30-0705724 | |||
Cott Nelson (Holdings) Limited | United Kingdom | Citrus Grove, Side Ley Kegworth, Derby, DE74 2FJ | N/A | |||
Cott Private Label Limited | United Kingdom | Citrus Grove, Side Ley Kegworth, Derby, DE74 2FJ | N/A | |||
Cott Retail Brands Limited | United Kingdom | Citrus Grove, Side Ley Kegworth, Derby, DE74 2FJ | 36420 02440 | |||
Cott U.S. Acquisition LLC | Delaware | 5519 W. Idlewild Ave, Tampa, FL 33634 | 27-3178210 | |||
Cott UK Acquisition Limited | United Kingdom | Citrus Grove, Side Ley Kegworth, Derby, DE74 2FJ | 27-3240546 | |||
Cott USA Finance LLC | Delaware | Kegworth Citrus Grove Side Ley, Derbyshire, UK DE74 2FJ | N/A | |||
Cott Vending Inc. | Delaware | 5519 W. Idlewild Ave, Tampa, FL 33634 | 80-0003395 | |||
Cott Ventures Limited | United Kingdom | Citrus Grove, Side Ley Kegworth, Derby, DE74 2FJ | 24023 00618 |
Additional Registrants | State of Incorporation or Organization | Principal Executive Offices | I.R.S. Employer Identification Number | |||
Cott Ventures UK Limited | United Kingdom | Citrus Grove, Side Ley Kegworth, Derby, DE74 2FJ | 33870 29661 | |||
DS Customer Care, LLC | Delaware | 5519 W. Idlewild Ave, Tampa, FL 33634 | N/A | |||
DS Services Holdings, Inc. | Delaware | 5519 W. Idlewild Ave, Tampa, FL 33634 | 20-5752672 | |||
DS Services of America, Inc. | Delaware | 5519 W. Idlewild Ave, Tampa, FL 33634 | 20-5743877 | |||
DSS Group, Inc. | Delaware | 5519 W. Idlewild Ave, Tampa, FL 33634 | 26-1240225 | |||
Interim BCB, LLC | Delaware | 5519 W. Idlewild Ave, Tampa FL 33634 | N/A | |||
Mr Freeze (Europe) Limited | United Kingdom | Spectrum Business Park, Wrexham Industrial Estate, Wrexham, CLWYD, LL13 9QA | 80485 18136 | |||
Star Real Property LLC | Delaware | 5519 W. Idlewild Ave, Tampa, FL 33634 | 27-0021955 | |||
Stockpack Limited | United Kingdom | Penny Lane, Haydock, Merseyside, WA11 0QZ | N/A | |||
TT Calco Limited | United Kingdom | Spectrum Business Park, Wrexham Industrial Estate, Wrexham, CLWYD, LL13 9QA | N/A |
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
Treasury Department
Washington, D.C.
Federal Deposit Insurance Corporation
Washington, D.C.
Federal Reserve Bank of San Francisco
San Francisco, California 94120
(b) | Whether it is authorized to exercise corporate trust powers. |
The 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 with respect to the trustee.
No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.
Item 15.Foreign Trustee. Not applicable.
Item 16.List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.
Exhibit 1. | A copy of the Articles of Association of the trustee now in effect.* | |
Exhibit 2. | A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated January 14, 2015.** | |
Exhibit 3. | A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated January 6, 2014.** | |
Exhibit 4. | Copy of By-laws of the trustee as now in effect.** | |
Exhibit 5. | Not applicable. | |
Exhibit 6. | The consent of the trustee required by Section 321(b) of the Act. | |
Exhibit 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. | |
Exhibit 8. | Not applicable. | |
Exhibit 9. | Not applicable. |
* | Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of file number 333-130784. |
** | Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit to the Filing 305B2 dated March 13, 2015 of file number 333-190926. |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo 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 to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Atlanta and State of Georgia on the 11th day of May, 2015.
WELLS FARGO BANK, NATIONAL ASSOCIATION |
/s/ Stefan Victory |
Stefan Victory |
Vice President |
EXHIBIT 6
May 11, 2015
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
Very truly yours, |
WELLS FARGO BANK, NATIONAL ASSOCIATION |
/s/ Stefan Victory |
Stefan Victory Vice President |
Exhibit 7
Consolidated Report of Condition of
Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business December 31, 2014, filed in accordance with 12 U.S.C. §161 for National Banks.
Dollar Amounts In Millions | ||||
ASSETS | ||||
Cash and balances due from depository institutions: | ||||
Noninterest-bearing balances and currency and coin | $ | 18,743 | ||
Interest-bearing balances | 222,900 | |||
Securities: | ||||
Held-to-maturity securities | 55,483 | |||
Available-for-sale securities | 226,470 | |||
Federal funds sold and securities purchased under agreements to resell: | ||||
Federal funds sold in domestic offices | 1,968 | |||
Securities purchased under agreements to resell | 23,309 | |||
Loans and lease financing receivables: | ||||
Loans and leases held for sale | 14,634 | |||
Loans and leases, net of unearned income | 821,207 | |||
LESS: Allowance for loan and lease losses | 10,844 | |||
Loans and leases, net of unearned income and allowance | 810,363 | |||
Trading Assets | 46,228 | |||
Premises and fixed assets (including capitalized leases) | 7,491 | |||
Other real estate owned | 2,492 | |||
Investments in unconsolidated subsidiaries and associated companies | 856 | |||
Direct and indirect investments in real estate ventures | 1 | |||
Intangible assets | ||||
Goodwill | 21,627 | |||
Other intangible assets | 18,578 | |||
Other assets | 61,641 | |||
|
| |||
Total assets | $ | 1,532,784 | ||
|
| |||
LIABILITIES | ||||
Deposits: | ||||
In domestic offices | $ | 1,062,122 | ||
Noninterest-bearing | 322,290 | |||
Interest-bearing | 739,832 | |||
In foreign offices, Edge and Agreement subsidiaries, and IBFs | 151,034 | |||
Noninterest-bearing | 928 | |||
Interest-bearing | 150,106 | |||
Federal funds purchased and securities sold under agreements to repurchase: | ||||
Federal funds purchased in domestic offices | 946 | |||
Securities sold under agreements to repurchase | 12,563 |
Dollar Amounts In Millions | ||||
Trading liabilities | 25,409 | |||
Other borrowed money | ||||
(includes mortgage indebtedness and obligations under capitalized leases) | 83,997 | |||
Subordinated notes and debentures | 18,701 | |||
Other liabilities | 32,601 | |||
|
| |||
Total liabilities | $ | 1,387,373 | ||
EQUITY CAPITAL | ||||
Perpetual preferred stock and related surplus | 0 | |||
Common stock | 519 | |||
Surplus (exclude all surplus related to preferred stock) | 106,158 | |||
Retained earnings | 34,288 | |||
Accumulated other comprehensive income | 4,019 | |||
Other equity capital components | 0 | |||
|
| |||
Total bank equity capital | 144,984 | |||
Noncontrolling (minority) interests in consolidated subsidiaries | 427 | |||
|
| |||
Total equity capital | 145,411 | |||
|
| |||
Total liabilities, and equity capital | $ | 1,532,784 | ||
|
|
I, John R. Shrewsberry, Sr. EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.
John R. Shrewsberry
Sr. EVP & CFO
We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.
John Stumpf | Directors | |
James Quigley | ||
Enrique Hernandez, Jr. |