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) |
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)
HUNTINGTON INGALLS INDUSTRIES, INC.
(Exact name of obligor as specified in its charter)
| Delaware | 90-0607005 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 4101 Washington Avenue Newport News, Virginia | 23607 | |
| (Address of principal executive offices) | (Zip code) | |
TABLE OF ADDITIONAL REGISTRANTS
Exact Name of Registrant Guarantor as specified in its Charter | State of Organization | I.R.S. Employer | ||
| Fleet Services Holding Corp. | Delaware | 54-1946720 | ||
| Fulcrum IT Services, LLC | Virginia | 27-2398839 | ||
| G2, Inc. | Maryland | 52-2303495 | ||
| HII Energy Inc. | Virginia | 26-3545840 | ||
| HII Fleet Support Group LLC | Delaware | 54-1939565 | ||
| HII Mechanical Inc. | Virginia | 54-0793624 | ||
| HII Mission Driven Innovative Government Solutions Inc. | Delaware | 54-1339972 | ||
| HII Mission Driven Innovative Solutions Holding Company | Delaware | 81-1485592 | ||
| HII Mission Driven Innovative Solutions Inc. | Delaware | 06-1159755 | ||
| HII Mission Driven Innovative Technical Services LLC | Alabama | 30-0290292 | ||
| HII Nuclear Inc. | Delaware | 13-2635898 | ||
| HII San Diego Shipyard Inc. | California | 95-3647413 | ||
| HII Services Corporation | Delaware | 47-1929107 | ||
| HII Technical Solutions Corporation | Delaware | 81-4093439 | ||
| HII Unmanned Maritime Systems, Inc. | Delaware | 47-1812325 | ||
| Huntington Ingalls Engineering Services, Inc. | Delaware | 46-5604607 | ||
| Huntington Ingalls Incorporated | Virginia | 54-0318880 | ||
| Huntington Ingalls Industries Energy and Environmental Services, Inc. | Delaware | 46-4331677 | ||
| Huntington Ingalls Unmanned Maritime Systems, Inc. | Delaware | 47-1808444 | ||
| Hydroid, Inc. | Delaware | 51-0659798 | ||
| Integrated Information Technology Corporation | Illinois | 37-1278528 | ||
| Newport News Nuclear Inc. | Virginia | 11-3813378 | ||
| Pegasus International, Inc. | Texas | 76-0609200 | ||
| The PTR Group, LLC | Virginia | 54-1969575 | ||
| Universal Ensco, Inc. | Texas | 76-0013164 | ||
| UniversalPegasus International Holdings, Inc. | Delaware | 46-1032616 | ||
| UniversalPegasus International, Inc. | Delaware | 26-1809795 | ||
| UP International, Inc. | Delaware | 26-3435933 | ||
| UP Support Services, Inc. | Delaware | 26-1809856 | ||
| Veritas Analytics, Inc. | Virginia | 54-1932458 |
The address for each of the Additional Registrants is
c/o Huntington Ingalls Industries, Inc. 4101 Washington Avenue Newport News, Virginia | 23607 | |
| (Address of principal executive offices) | (Zip code) |
3.844% Senior Notes due 2025
Guarantees of 3.844% Senior Notes due 2025
4.200% Senior Notes due 2030
Guarantees of 4.200% Senior Notes due 2030
(Title of the indenture securities)
| 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 Office of the Comptroller of the Currency’s Certificate of Corporate Existence & Fiduciary Powers for Wells Fargo Bank, National Association, dated November 1, 2019.* | |
| Exhibit 3. | A copy of the Office of the Comptroller of the Currency’s Certificate of Corporate Existence & Fiduciary Powers for Wells Fargo Bank, National Association, dated November 1, 2019.* | |
| Exhibit 4. | A 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 an exhibit to a Form S-3AR filing of December 20, 2019 under file number 333-235649. |
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 New York and State of York on the 29th day of October, 2020.
| WELLS FARGO BANK, NATIONAL ASSOCIATION |
/s/ Alexander Pabon |
| Alexander Pabon |
| Assistant 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 June 30, 2020, 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 | $ | 24,026 | ||||||
Interest-bearing balances | $ | 234,953 | ||||||
Securities: | ||||||||
Held-to-maturity securities | $ | 168,952 | ||||||
Available-for-sale securities | $ | 220,190 | ||||||
Equity Securities with readily determinable fair value not held for trading | $ | 295 | ||||||
Federal funds sold and securities purchased under agreements to resell: | ||||||||
Federal funds sold in domestic offices | $ | 23 | ||||||
Securities purchased under agreements to resell | $ | 69,768 | ||||||
Loans and lease financing receivables: | ||||||||
Loans and leases held for sale | $ | 31,851 | ||||||
Loans and leases held for investment | $ | 901,533 | ||||||
LESS: Allowance for loan and lease losses | $ | 18,587 | ||||||
Loans and leases held for investment, net of allowance | $ | 882,946 | ||||||
Trading Assets | $ | 54,369 | ||||||
Premises and fixed assets (including capitalized leases) | $ | 11,582 | ||||||
Other real estate owned | $ | 190 | ||||||
Investments in unconsolidated subsidiaries and associated companies | $ | 13,135 | ||||||
Direct and indirect investments in real estate ventures | $ | 23 | ||||||
Intangible assets | $ | 31,115 | ||||||
Other assets | $ | 56,522 | ||||||
|
| |||||||
Total assets | $ | 1,799,940 | ||||||
|
| |||||||
LIABILITIES | ||||||||
Deposits: | ||||||||
In domestic offices | $ | 1,464,907 | ||||||
Noninterest-bearing | $ | 522,621 | ||||||
Interest-bearing | $ | 942,286 | ||||||
In foreign offices, Edge and Agreement subsidiaries, and IBFs | $ | 36,301 | ||||||
Noninterest-bearing | $ | 851 | ||||||
Interest-bearing | $ | 35,450 | ||||||
Federal funds purchased and securities sold under agreements to repurchase: | ||||||||
Federal funds purchased in domestic offices | $ | 10,047 | ||||||
Securities sold under agreements to repurchase | $ | 6,465 | ||||||
Trading liabilities | $ | 11,918 | ||||||
Other borrowed money | $ | 56,468 | ||||||
Subordinated notes and debentures | $ | 12,503 | ||||||
Other liabilities | $ | 32,879 | ||||||
|
| |||||||
Total liabilities | $ | 1,631,488 | ||||||
| Dollar Amounts | ||||||||
| In Millions | ||||||||
EQUITY CAPITAL | ||||||||
Perpetual preferred stock and related surplus | $ | 0 | ||||||
Common stock | $ | 519 | ||||||
Surplus (exclude all surplus related to preferred stock) | $ | 114,730 | ||||||
Retained earnings | $ | 51,212 | ||||||
Accumulated other comprehensive income | $ | 1,959 | ||||||
Other equity capital components | $ | 0 | ||||||
|
| |||||||
Total bank equity capital | $ | 168,420 | ||||||
Noncontrolling (minority) interests in consolidated subsidiaries | $ | 32 | ||||||
|
| |||||||
Total equity capital | $ | 168,452 | ||||||
|
| |||||||
Total liabilities, and equity capital | $ | 1,799,940 | ||||||
|
| |||||||
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.
Directors
Maria R. Morris
Theodore F. Craver, Jr.
Juan A. Pujadas