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) o
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 |
| 55402 |
(Address of principal executive offices) |
| (Zip Code) |
Wally Jones
U.S. Bank National Association
333 Commerce Street, Suite 801
Nashville, TN 37201
(615) 251-0733
(Name, address and telephone number of agent for service)
Dollar Tree, Inc.
(Issuer with respect to the Securities)
Virginia |
| 26-2018846 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
500 Volvo Parkway |
| 23320 |
(Address of Principal Executive Offices) |
| (Zip Code) |
5.250% Senior Notes due 2020
5.750% Senior Notes due 2023
(Title of the Indenture Securities)
Table of Additional Registrants
The following domestic subsidiaries of Dollar Tree, Inc. are guarantors of the new notes and are co-registrants:
Exact Name of Registrant as Specified in its Charter* |
| State or Other |
| Primary Standard |
| I.R.S. Employer |
Dollar Tree Air, Inc. |
| VA |
| 481000 |
| 54-1996968 |
Dollar Tree Distribution, Inc. |
| VA |
| 493100 |
| 54-1737649 |
Dollar Tree Management, Inc. |
| VA |
| 541990 |
| 54-1737652 |
Dollar Tree Properties, Inc. |
| VA |
| 531390 |
| 54-1830832 |
Dollar Tree Sourcing Company, LLC |
| VA |
| 424990 |
| 27-2778753 |
Dollar Tree Stores, Inc. |
| VA |
| 452900 |
| 54-1387365 |
Dollar Tree Ollie’s, LLC |
| VA |
| 452900 |
| None |
DT Realty, LLC |
| VA |
| 531120 |
| 27-2779366 |
DT Retail Properties, LLC |
| VA |
| 531120 |
| 27-2779595 |
DTD Tennessee, Inc. |
| DE |
| 531120 |
| 54-2029102 |
Greenbrier International, Inc. |
| DE |
| 424990 |
| 20-0561309 |
Family Dollar, Inc. |
| NC |
| 541600 |
| 56-2056614 |
Family Dollar Holdings, Inc. |
| NC |
| 551112 |
| 56-2056613 |
Family Dollar Operations, Inc. |
| NC |
| 541611 |
| 56-1747881 |
Family Dollar Services, Inc. |
| NC |
| 493100 |
| 56-1744955 |
Family Dollar Stores, Inc. |
| DE |
| 452900 |
| 56-0942963 |
Family Dollar Stores of Alabama, LLC |
| VA |
| 452900 |
| 56-1234186 |
Family Dollar Stores of Arizona, Inc. |
| VA |
| 452900 |
| 56-1355530 |
Family Dollar Stores of Arkansas, LLC |
| VA |
| 452900 |
| 56-1343356 |
Family Dollar Stores of Colorado, Inc. |
| VA |
| 452900 |
| 56-1587711 |
Family Dollar Stores of Connecticut, Inc. |
| VA |
| 452900 |
| 56-1587368 |
Family Dollar Stores of D.C., Inc. |
| VA |
| 452900 |
| 56-1441925 |
Family Dollar Stores of Delaware, LLC |
| VA |
| 452900 |
| 56-1416308 |
Family Dollar Stores of Florida, LLC |
| VA |
| 452900 |
| 62-1147034 |
Family Dollar Stores of Georgia, LLC |
| VA |
| 452900 |
| 56-1120343 |
Family Dollar Stores of Iowa, Inc. |
| VA |
| 452900 |
| 56-1587713 |
Family Dollar Stores of Louisiana, Inc. |
| VA |
| 452900 |
| 56-1373359 |
Family Dollar Stores of Maryland, Inc. |
| VA |
| 452900 |
| 56-1346665 |
Family Dollar Stores of Massachusetts, Inc. |
| VA |
| 452900 |
| 56-0992166 |
Family Dollar Stores of Michigan, Inc. |
| VA |
| 452900 |
| 56-0991920 |
Family Dollar Stores of Mississippi, Inc. |
| VA |
| 452900 |
| 56-1377743 |
Family Dollar Stores of Missouri, LLC |
| VA |
| 452900 |
| 56-0991923 |
Family Dollar Stores of Nevada, Inc. |
| VA |
| 452900 |
| 56-1355536 |
Family Dollar Stores of New Jersey, LLC |
| VA |
| 452900 |
| 56-1400170 |
Family Dollar Stores of New Mexico, Inc. |
| VA |
| 452900 |
| 56-1633088 |
Family Dollar Stores of New York, Inc. |
| VA |
| 452900 |
| 56-0992165 |
Family Dollar Stores of North Carolina, Inc. |
| VA |
| 452900 |
| 56-0903183 |
Family Dollar Stores of North Dakota, Inc. |
| VA |
| 452900 |
| 56-1435307 |
Family Dollar Stores of Ohio, Inc. |
| VA |
| 452900 |
| 56-0991921 |
Family Dollar Stores of Oklahoma, LLC |
| VA |
| 452900 |
| 56-0992157 |
Family Dollar Stores of Pennsylvania, LLC |
| VA |
| 452900 |
| 56-0992563 |
Exact Name of Registrant as Specified in its Charter* |
| State or Other |
| Primary Standard |
| I.R.S. Employer |
Family Dollar Stores of Rhode Island, Inc. |
| VA |
| 452900 |
| 56-1763455 |
Family Dollar Stores of South Carolina, LLC |
| VA |
| 452900 |
| 57-0521348 |
Family Dollar Stores of South Dakota, Inc. |
| VA |
| 452900 |
| 56-1587710 |
Family Dollar Stores of Tennessee, Inc. |
| VA |
| 452900 |
| 56-1375593 |
Family Dollar Stores of West Virginia, Inc. |
| VA |
| 452900 |
| 56-0992562 |
Family Dollar Stores of Wisconsin, Inc. |
| VA |
| 452900 |
| 56-1356720 |
Family Dollar Stores of Wyoming, Inc. |
| VA |
| 452900 |
| 56-1355538 |
Family Dollar Stores of Vermont, Inc. |
| VA |
| 452900 |
| 56-1633089 |
Family Dollar Stores of Virginia, Inc. |
| NC |
| 452900 |
| 54-1080403 |
Family Dollar Trucking, Inc. |
| NC |
| 484200 |
| 56-1747883 |
Family Dollar Distribution, LLC |
| VA |
| 493100 |
| 75-3057973 |
Family Dollar GC, LLC |
| NC |
| 452900 |
| 56-2056614 |
Family Dollar Merchandising, L.P. |
| DE |
| 452900 |
| 22-3848504 |
Family Dollar Stores of Indiana, LP |
| NC |
| 452900 |
| 56-2061886 |
Family Dollar Stores of Kentucky, LP |
| NC |
| 452900 |
| 56-2057706 |
Family Dollar Stores of Texas, LLC |
| VA |
| 452900 |
| 56-2061876 |
Family Dollar Utah DC, LLC |
| VA |
| 493100 |
| 56-2061876 |
FD Beach Blvd., LLC |
| VA |
| 531390 |
| None |
Midwood Brands LLC |
| NC |
| 452900 |
| 56-2056614 |
Family Dollar IP Co. |
| NC |
| 551112 |
| 47-4382368 |
FD Spinco II, Inc. |
| DE |
| 551112 |
| None |
FD Retail Properties, LLC |
| VA |
| 531120 |
| 81-1464876 |
Matthews Real Estate Holdings LLC |
| NC |
| 531120 |
| 81-1081385 |
Monroe Road Holdings LP |
| NC |
| 531120 |
| 81-1113355 |
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 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 December 31, 2015 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.
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 Nashville, State of Tennessee on the 5th of May, 2016.
| By: | /s/ Wally Jones |
|
| Wally Jones |
|
| Vice President |
| |
|
|
| |
Office of the Comptroller of the CurrencyWashington, DC 20219
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, December 4, 2015, 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 |
Exhibit 3
| |
|
|
| |
Office of the Comptroller of the CurrencyWashington, DC 20219
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, December 4, 2015, 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 |
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: May 5, 2016
| By: | /s/ Wally Jones |
|
| Wally Jones |
|
| Vice President |
Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 12/31/2015
($000’s)
|
| 12/31/2015 |
| |
Assets |
|
|
| |
Cash and Balances Due From |
| $ | 11,116,460 |
|
Depository Institutions |
|
|
| |
Securities |
| 105,221,515 |
| |
Federal Funds |
| 66,242 |
| |
Loans & Lease Financing Receivables |
| 259,137,459 |
| |
Fixed Assets |
| 4,356,531 |
| |
Intangible Assets |
| 13,140,000 |
| |
Other Assets |
| 24,420,027 |
| |
Total Assets |
| $ | 417,458,234 |
|
|
|
|
| |
Liabilities |
|
|
| |
Deposits |
| $ | 310,443,288 |
|
Fed Funds |
| 1,617,316 |
| |
Treasury Demand Notes |
| 0 |
| |
Trading Liabilities |
| 989,983 |
| |
Other Borrowed Money |
| 46,198,790 |
| |
Acceptances |
| 0 |
| |
Subordinated Notes and Debentures |
| 3,150,000 |
| |
Other Liabilities |
| 12,012,892 |
| |
Total Liabilities |
| $ | 374,412,269 |
|
|
|
|
| |
Equity |
|
|
| |
Common and Preferred Stock |
| 18,200 |
| |
Surplus |
| 14,266,400 |
| |
Undivided Profits |
| 27,904,230 |
| |
Minority Interest in Subsidiaries |
| 857,135 |
| |
Total Equity Capital |
| $ | 43,045,965 |
|
|
|
|
| |
Total Liabilities and Equity Capital |
| $ | 417,458,234 |
|