Exhibit 25.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMT-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)☐
MUFG UNION BANK, N.A.
(Exact name of trustee as specified in its charter)
94-0304228 | ||
(I.R.S. Employer Identification Number) | ||
1251 Avenue of the Americas New York, New York | 10020 | |
(Address of principal executive offices) | (Zip Code) |
Attention: General Counsel
MUFG Union Bank, N.A.
1251 Avenue of the Americas
New York, New York 10020
(212)782-4009
(Name, address and telephone number of agent for services)
QORVO, INC.
(Exact name of obligor as specified in its charter)
SEE TABLE OFCO-OBLIGORS
Delaware | 46-5288992 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
7628 Thorndike Road
Greensboro, North Carolina 27409
(336)664-1233
(Address and telephone number for principal executive offices)
5.50% Senior Notes due 2026 and Guarantees
(Title of the indenture securities)
TABLE OFCO-OBLIGORS
Exact Name ofCo-Obligors | Primary Standard Industrial Classification Number | Jurisdiction of Formation | I.R.S Employer Identification Number | |||||
AMALFI SEMICONDUCTOR, INC. (1) | 3674 | Delaware | 71-0934814 | |||||
RFMD, LLC (1) | 3674 | North Carolina | 56-2212186 | |||||
QORVO CALIFORNIA, INC. (2) | 3674 | California | 46-3270097 | |||||
QORVO US, INC. (1) | 3674 | Delaware | 95-3654013 | |||||
QORVO TEXAS, LLC (3) | 3674 | Texas | 75-2740940 | |||||
QORVO OREGON, INC. (4) | 3674 | Oregon | 93-1062846 |
(1) | The address of Amalfi Semiconductor, Inc., RFMD, LLC and Qorvo US, Inc. is 7628 Thorndike Road, Greensboro, NC 27409, and the telephone number for each is (336)664-1233. |
(2) | The address of Qorvo California, Inc. is 950 Lawrence Drive, Thousand Oaks, CA 91320, and its telephone number is (805)480-5099. |
(3) | The address of Qorvo Texas, LLC is 500 Renner Road, Richardson, TX 75080, and its telephone number is (972)994-8200. |
(4) | The address of Qorvo Oregon, Inc. is 63140 Britta Street,C-106, Bend, OR 97701, and its telephone number is (541)382-6706. |
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. |
Trustee is authorized to exercise corporate trust powers.
Item 2. | Affiliations with the obligor.If the obligor is an affiliate of the trustee, describe such affiliation. |
None. |
Item 3. | Item 3 is not applicable. |
Item 4. | Trusteeships under other Indentures of the obligor. The Trustee is the trustee under the obligor’s (i) Indenture dated November 19, 2015 (the “2015 Indenture”), by and among the obligor, the subsidiary guarantors named therein, and the trustee, for the issuance of the obligor’s 6.75% Senior Notes due 2023 (the “2023 Notes”) and 7.00% Senior Notes due 2025 (the “2025 Notes”); and (ii) Indenture dated July 16, 2018 (the “2018 Indenture”) by and among the obligor, the subsidiary guarantors named therein, and the trustee, for the issuance of the obligor’s 5.50% Senior Notes due 2026 (the “2026 Notes”). As of September 29, 2018, no 2023 Notes remain outstanding. |
No conflicting interest within the meaning of Section 310(b)(1) of the Act arises as a result of the trusteeship under the 2015 Indenture and the 2018 Indenture because neither the 2025 Notes nor the 2026 Notes are in default under the terms of the applicable Indenture and both Indentures are wholly unsecured and rank equally. The 2025 Notes and the 2026 Notes are senior unsecured obligations of the obligor, equal in right of payment with all of the obligor’s existing and future senior indebtedness, including indebtedness under an existing credit agreement, and senior in right of payment to all of the obligor’s existing and future indebtedness that is subordinated in right of payment to the notes.
Items 5-15. | Items5-15 are not applicable. |
Item 16. | List of exhibits. List below all exhibits filed as a part of this statement of eligibility. |
1. | A copy of the Articles of Association of the Trustee now in effect. * |
2. | A copy of the certificate of corporate existence of the Trustee. ** |
3. | A copy of the certificate of corporate existence and fiduciary powers of the Trustee. ** |
4. | A copy of the existingBy-Laws of the Trustee, or instruments corresponding thereto. * |
5. | A copy of each Indenture referred to in Item 4, if the obligor is in default. 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. | A copy of the latest report of condition of the Trustee published pursuant to law or the requirements of its supervising or examining authority. Attached as Exhibit 7. |
8. | A copy of any order pursuant to which the foreign Trustee is authorized to act as sole Trustee under indentures qualified or to be qualified under the Trust Indenture Act of 1939. Not applicable. |
9. | Foreign trustees are required to file a consent to service process of FormF-X [§269.5 of this chapter]. Not applicable. |
* | Incorporated by reference to the exhibit of the same number to the Trustee’s Form T-1 filed as Exhibit 25.1 to the Form S-4 dated July 20, 2016 of file number 333-212601. |
** | Incorporated by reference to the exhibit of the same number to the Trustee’s Form T-1 filed as Exhibit 25.1 to the Form S-3 dated July 30, 2013 of file number 333-190256. |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, MUFG 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 to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, and State of New York, on the 1st day of May, 2019.
MUFG UNION BANK, N.A.
By:/s/ D. Amedeo Morreale
Name: D. Amedeo Morreale
Title: Vice President
EXHIBIT 6
CONSENT OF THE TRUSTEE
REQUIRED BY SECTION 321(b) OF THE ACT
May 1, 2019
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
In connection with the qualification of the indenture between Qorvo, Inc. (the “Issuer”) and MUFG Union Bank, N.A. (the “Trustee”), 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, | ||||
MUFG Union Bank, N.A. | ||||
By: | /s/ D. Amedeo Morreale | |||
Name: | D. Amedeo Morreale | |||
Title: | Vice President |
EXHIBIT 7
CONSOLIDATION REPORT OF CONDITION OF
MUFG Union Bank, N.A.
MUFG UNION BANK, NATIONAL ASSOCIATION RSSD-ID 212465 Last Updated on 1/30/2019 | FFIEC 031 Report Date 12/31/2018 17 |
Schedule RC - Balance Sheet
All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.
Dollar amounts in thousands |
| |||||||||||
1. Cash and balances due from depository institutions (from ScheduleRC-A): | 1 | |||||||||||
a. Noninterest-bearing balances and currency and coin1 | RCFD0081 | 1,907,281 | 1.a. | |||||||||
b. Interest-bearing balances2 | RCFD0071 | 6,306,468 | 1.b. | |||||||||
2. Securities: | 2. | |||||||||||
a.Held-to-maturity securities (from ScheduleRC-B, column A) | RCFD1754 | 10,870,797 | 2.a. | |||||||||
b.Available-for-sale securities (from ScheduleRC-B, column D) | RCFD1773 | 16,062,012 | 2.b. | |||||||||
c. Equity securities with readily determinable fair values not held for trading7 | RCFDJA22 | 9,493 | 2.c. | |||||||||
3. Federal funds sold and securities purchased under agreements to resell: | 3. | |||||||||||
a. Federal funds sold in domestic offices | RCONB987 | 0 | 3.a. | |||||||||
b. Securities purchased under agreements to resell3 | RCFDB989 | 0 | 3.b. | |||||||||
4. Loans and lease financing receivables (from ScheduleRC-C): | 4. | |||||||||||
a. Loans and leases held for sale | RCFD5369 | 702,998 | 4.a. | |||||||||
b. Loans and leases held for investment | RCFDB528 | 84,981,234 | 4.b. | |||||||||
c. LESS: Allowance for loan and lease losses | RCFD3123 | 450,108 | 4.c. | |||||||||
d. Loans and leases held for investment, net of allowance (item 4.b minus 4.c) | RCFDB529 | 84,531,126 | 4.d. | |||||||||
5. Trading assets (from ScheduleRC-D) | RCFD3545 | 613,718 | 5. | |||||||||
6. Premises and fixed assets (including capitalized leases) | RCFD2145 | 603,850 | 6. | |||||||||
7. Other real estate owned (from ScheduleRC-M) | RCFD2150 | 1,395 | 7. | |||||||||
8. Investments in unconsolidated subsidiaries and associated companies | RCFD2130 | 170,458 | 8. | |||||||||
9. Direct and indirect investments in real estate ventures | RCFD3656 | 0 | 9. | |||||||||
10. Intangible assets (from ScheduleRC-M) | RCFD2143 | 3,558,126 | 10. | |||||||||
11. Other assets (from ScheduleRC-F) | RCFD2160 | 5,445,223 | 11. | |||||||||
12. Total assets (sum of items 1 through 11) | RCFD2170 | 130,782,945 | 12. | |||||||||
13. Deposits: | 13. | |||||||||||
a. In domestic offices (sum of totals of columns A and C from ScheduleRC-E, part I) | RCON2200 | 92,191,117 | 13.a. | |||||||||
1. Noninterest-bearing4 | RCON6631 | 32,531,584 | 13.a.1. | |||||||||
2. Interest-bearing | RCON6636 | 59,659,533 | 13.a.2. | |||||||||
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from ScheduleRC-E, part II) | RCFN2200 | 0 | 13.b. | |||||||||
1. Noninterest-bearing | RCFN6631 | 0 | 13.b.1. | |||||||||
2. Interest-bearing | RCFN6636 | 0 | 13.b.2. | |||||||||
14. Federal funds purchased and securities sold under agreements to repurchase: | 14. | |||||||||||
a. Federal funds purchased in domestic offices5 | RCONB993 | 0 | 14.a. | |||||||||
b. Securities sold under agreements to repurchase6 | RCFDB995 | 0 | 14.b. | |||||||||
15. Trading liabilities (from ScheduleRC-D) | RCFD3548 | 368,001 | 15. | |||||||||
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from ScheduleRC-M) | RCFD3190 | 20,922,991 | 16. | |||||||||
17. Not applicable | 17. | |||||||||||
18. Not applicable | 18. | |||||||||||
19. Subordinated notes and debentures1 | RCFD3200 | 0 | 19. | |||||||||
20. Other liabilities (from ScheduleRC-G) | RCFD2930 | 1,845,089 | 20. | |||||||||
21. Total liabilities (sum of items 13 through 20) | RCFD2948 | 115,327,198 | 21. |
1. | Includes cash items in process of collection and unposted debits. |
2. | Includes time certificates of deposit not held for trading. |
7. | Item 2.c is to be completed only by institutions that have adopted ASU2016-01, which includes provisions governing the accounting for investments in equity securities. See the instructions for further detail on ASU2016-01. |
3. | Includes all securities resale agreements in domestic and foreign offices, regardless of maturity. |
4. | Includes noninterest-bearing demand, time, and savings deposits. |
5. | Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.” |
6. | Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity. |
1. | Includes limited-life preferred stock and related surplus. |
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MUFG UNION BANK, NATIONAL ASSOCIATION RSSD-ID 212465 Last Updated on 1/30/2019 | FFIEC 031 Report Date 12/31/2018 18 |
Dollar amounts in thousands |
| |||||||||||
22. Not applicable | ||||||||||||
23. Perpetual preferred stock and related surplus | RCFD3838 | 0 | 23. | |||||||||
24. Common stock | RCFD3230 | 604,577 | 24. | |||||||||
25. Surplus (exclude all surplus related to preferred stock) | RCFD3839 | 9,854,391 | 25. | |||||||||
26. Not available | 26. | |||||||||||
a. Retained earnings | RCFD3632 | 6,249,701 | 26.a. | |||||||||
b. Accumulated other comprehensive income2 | RCFDB530 | -1,324,680 | 26.b. | |||||||||
c. Other equity capital components3 | RCFDA130 | 0 | 26.c. | |||||||||
27. Not available | 27. | |||||||||||
a. Total bank equity capital (sum of items 23 through 26.c) | RCFD3210 | 15,383,980 | 27.a. | |||||||||
b. Noncontrolling (minority) interests in consolidated subsidiaries | RCFD3000 | 71,767 | 27.b. | |||||||||
28. Total equity capital (sum of items 27.a and 27.b) | RCFDG105 | 15,455,747 | 28. | |||||||||
29. Total liabilities and equity capital (sum of items 21 and 28) | RCFD3300 | 130,782,945 | 29. | |||||||||
1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2017 | RCFD6724 | NR | M.1. | |||||||||
2. Bank’s fiscalyear-end date (report the date in MMDD format) | RCON8678 | NR | M.2. |
2. | Includes, but is not limited to, net unrealized holding gains (losses) onavailable-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and accumulated defined benefit pension and other postretirement plan adjustments. |
3. | Includes treasury stock and unearned Employee Stock Ownership Plan shares. |
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