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) 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) |
Donald T. Hurrelbrink
U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107
(651) 466-6308
(Name, address and telephone number of agent for service)
Vista Outdoor, Inc.
(Issuer with respect to the Securities)
Delaware |
| 47-1016855 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
262 N University Drive |
| 84025 |
(Address of Principal Executive Offices) |
| (Zip Code) |
5.875% Senior Notes due 2023
(Title of the Indenture Securities)
Table of Additional Registrant Guarantors
Exact Name of Registrant |
| State or other |
| IRS Employer |
| Address, Including Zip Code and |
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Advanced Arrow S.de R.L. de C.V. |
| Mexico |
| 00-0000000 |
| 9858 Morelos Avenue, Morelos |
Bee Stinger, LLC |
| Delaware |
| 27-4427931 |
| 584 East 1100 South, Suite 5 |
Bollé America, Inc. |
| Delaware |
| 84-0929271 |
| 9200 Cody St |
Bollé Inc. |
| Delaware |
| 13-3934135 |
| 9200 Cody St |
Bushnell Group Holdings, Inc. |
| Delaware |
| 26-1509761 |
| 9200 Cody St |
Bushnell Holdings, Inc. |
| Delaware |
| 73-1467582 |
| 9200 Cody St |
Bushnell Inc. |
| Delaware |
| 74-2141117 |
| 9200 Cody St |
Caliber Company |
| Delaware |
| 45-4146620 |
| 900 Ehlen Drive |
CamelBak Acquisition Corp. |
| Delaware |
| 45-2948460 |
| 2000 S. McDowell, Suite 200 |
CamelBak Products, LLC |
| Delaware |
| 56-2412154 |
| 2000 S. McDowell, Suite 200 |
Double Bull Archery, Inc. |
| Minnesota |
| 46-0467546 |
| 604 First Street |
Eagle Industries Unlimited, Inc. |
| Missouri |
| 43-1255338 |
| 2645 International Parkway |
Eagle Mayaguez, LLC |
| Missouri |
| 26-1285554 |
| 2645 International Parkway |
Eagle New Bedford, Inc. |
| Missouri |
| 26-1274585 |
| 2645 International Parkway |
Federal Cartridge Company |
| Minnesota |
| 41-0252320 |
| 900 Ehlen Drive |
Gold Tip, LLC |
| Delaware |
| 26-4040141 |
| 584 East 1100 South, Suite 5 |
Hydrosport, S. de R.L. de C.V. |
| Mexico |
| 00-0000000 |
| Av. Aguila Azteca #20051 11, |
Exact Name of Registrant |
| State or other |
| IRS Employer |
| Address, Including Zip Code and |
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Jimmy Styks LLC |
| California |
| 27-1206483 |
| 9200 Cody St |
Michaels of Oregon Co. |
| Oregon |
| 93-0878548 |
| 9200 Cody St |
Mike’s Holding Company |
| Oregon |
| 93-1127708 |
| 9200 Cody St |
Millett Industries |
| California |
| 95-2863574 |
| 9200 Cody St |
Night Optics USA, Inc. |
| California |
| 73-1677790 |
| 15182 Triton Lane, Suite 101 |
Old WSR, Inc. |
| Delaware |
| 73-1368635 |
| 9200 Cody St |
OPT Holdings, Inc. |
| Delaware |
| 20-4278653 |
| 604 First Street |
Primos, Inc. |
| Mississippi |
| 64-0704779 |
| 604 First Street |
Savage Arms, Inc. |
| Delaware |
| 76-0246017 |
| 100 Springdale Road |
Savage Range Systems, Inc. |
| Delaware |
| 76-0335415 |
| 100 Springdale Road |
Savage Sports Corporation |
| Delaware |
| 04-3294159 |
| 900 Ehlen Drive |
Savage Sports Holdings, Inc. |
| Delaware |
| 20-1548956 |
| 900 Ehlen Drive |
Serengeti Eyewear, Inc. |
| New York |
| 65-0665569 |
| 9200 Cody St |
Stoney Point Products Inc. |
| Minnesota |
| 41-1717433 |
| 9200 Cody St |
Tasco Holdings, Inc. |
| New York |
| 16-0839675 |
| 9200 Cody St |
Tasco Optics Corporation |
| New York |
| 22-2547691 |
| 9200 Cody St |
Vista Commercial Ammunition Company Inc. |
| Delaware |
| 41-2022465 |
| 900 Ehlen Drive |
Vista Commercial Ammunition Holdings Company Inc. |
| Delaware |
| 20-4048077 |
| 900 Ehlen Drive |
Exact Name of Registrant |
| State or other |
| IRS Employer |
| Address, Including Zip Code and |
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Vista Outdoor Operations LLC |
| Delaware |
| 47-2926855 |
| 262 N University Drive |
Vista Outdoor Sales LLC |
| Delaware |
| 46-4740605 |
| 1 Vista Way |
*The telephone number of each additional registrant guarantor is (801) 447-3000.
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 March 31, 2016 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 St. Paul, State of Minnesota on the 10th of August, 2016.
| By: | /s/ Donald T. Hurrelbrink |
|
| Donald T. Hurrelbrink |
|
| Vice President |
Exhibit2 () Office of the Comptroller of the Currency Washington.DC 20219 CERT!IHCATE OF CORPORATE EXISTENCE I, Thomas J.Cuny. Comptroller of the Currency, do hereby certify that: I. The Comptroller of the Currency, pursua nt to Revised Statutes 324, et seq, as amended, a nd 12 USC 1, et seq, as amended. has possession, custody, and control of all records perta i ning to the cha rtering, regulation, and supervision of all national banking associations. 2. "U.S. Ba nk National Association," Cincinnati, Ohio (Charter No.24), is a national banking associati on Conned under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this cerri ficate. IN TESTIMONY WHBREOF, today, December 4, 201 5, I have hereunto subscribed my name ad ca used my seal of office to be affixed to these presents at tbe U.S. Depatiment of the Treasury, in the City of Washi ngton, District of Columbia. [[NYCORP:3&l8914v2:3642W. 081041JJ16-.01:41PM]]
Exhibit3 () Office of the Comptroller of the Currency Wa&hington, OC 20210 CERTIFICATION OF FIDUCIARY POWERS I, Thomas J.Curry, ComptroUer of the Currency, do hereby cert i fy that: I. The Oflice of t he ComptroUer ofthe Currency, pursuant to Revised Statutes 324, ct seq, as amended, a nd 12 USC I , ct seq, as amended, has possession, custody, and control of aU records pertaining to the cba ncriug, regulation, and supervision of aU national banking associations. 2. "U.S. Bank Natiomll Association," Cincinnati, Ohio (Charter No. 24), was granted, under the hand and seal of the ComptroUer, the right to act i n a ll fi duciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat. 668. 12 USC 92a, and t hat the a uthority so granted rema ins in full force and effect on the date of this certificate. IN TESTIMONY WHEREOF, today, December 4, 20 I 5,1 have hereunto subscribed my name and caused my seal of office to be affixed to tbcse presents at the U.S. Depart ment of the Treasury, in the City of Washington, District of Columbi3. 2 [[NYCORP:3&l8914v2:3642W. 081041JJ16-.01:41PM]]
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.
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Dated: August 10, 2016 |
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| By: | /s/ Donald T. Hurrelbrink |
|
| Donald T. Hurrelbrink |
|
| Vice President |
Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 3/31/2016
($000’s)
|
| 3/31/2016 |
| |
Assets |
|
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| |
Cash and Balances Due From Depository Institutions |
| $ | 10,947,868 |
|
Securities |
| 106,681,861 |
| |
Federal Funds |
| 36,987 |
| |
Loans & Lease Financing Receivables |
| 263,697,563 |
| |
Fixed Assets |
| 5,196,349 |
| |
Intangible Assets |
| 12,814,361 |
| |
Other Assets |
| 23,828,774 |
| |
Total Assets |
| $ | 423,203,763 |
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Liabilities |
|
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Deposits |
| $ | 315,187,684 |
|
Fed Funds |
| 1,383,186 |
| |
Treasury Demand Notes |
| 0 |
| |
Trading Liabilities |
| 1,570,792 |
| |
Other Borrowed Money |
| 44,382,132 |
| |
Acceptances |
| 0 |
| |
Subordinated Notes and Debentures |
| 3,800,000 |
| |
Other Liabilities |
| 12,270,761 |
| |
Total Liabilities |
| $ | 378,594,555 |
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Equity |
|
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Common and Preferred Stock |
| 18,200 |
| |
Surplus |
| 14,266,915 |
| |
Undivided Profits |
| 29,514,964 |
| |
Minority Interest in Subsidiaries |
| 809,129 |
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Total Equity Capital |
| $ | 44,609,208 |
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Total Liabilities and Equity Capital |
| $ | 423,203,763 |
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