Exhibit 25.1
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)
__________________________
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, Minneapolis, Minnesota | 55402 | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
Katherine Esber
U.S. Bank National Association
10 West Broad Street
Columbus, OH 43215
(614) 232-8019
(Name, address and telephone number of agent for service)
__________________________
The Scotts-Miracle Gro Company*
(Exact name of obligor as specified in its charter)
| Ohio | 31-1414921 | ||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
| 14111 Scottslawn Road, Marysville, Ohio | 43041 | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
__________________________
4.375% Senior Notes due 2032
and Guarantees of 4.375% Senior Notes due 2032
(Title of the indenture securities)
* See Table of Additional Obligors on following page
1
TABLE OF ADDITIONAL OBLIGORS
The following direct and indirect wholly-owned subsidiaries of The Scotts Miracle-Gro Company are guarantors of The Scotts Miracle-Gro Company’s obligations under the 4.375% Senior Notes due 2032 and are co-obligors.
Exact Name of Co-Obligor as Specified in its Charter | State or Other Jurisdiction of Incorporation or Organization | I.R.S. Employer Identification Number | ||||||
| 1868 Ventures LLC(2) | Ohio | 84-3517359 | ||||||
| AeroGrow International, Inc.(2) | Nevada | 46-0510685 | ||||||
| GenSource, Inc.(1) | Ohio | 47-3691890 | ||||||
| Hawthorne Hydroponics LLC(3) | Delaware | 35-2524504 | ||||||
| HGCI, Inc.(4) | Nevada | 47-3426969 | ||||||
| Hyponex Corporation(2) | Delaware | 31-1254519 | ||||||
| Miracle-Gro Lawn Products, Inc.(2) | New York | 11-3186421 | ||||||
| OMS Investments, Inc.(5) | Delaware | 51-0357374 | ||||||
| Rod McLellan Company(2) | California | 94-1439564 | ||||||
| Sanford Scientific, Inc.(2) | New York | 16-1279959 | ||||||
| Scotts Live Goods Holdings, Inc.(2) | Ohio | 85-3887581 | ||||||
| Scotts Manufacturing Company(2) | Delaware | 42-1508875 | ||||||
| Scotts Products Co.(2) | Ohio | 31-1269080 | ||||||
| Scotts Professional Products Co.(2) | Ohio | 31-1269066 | ||||||
| Scotts-Sierra Investments LLC(2) | Delaware | 51-0371209 | ||||||
| Scotts Temecula Operations, LLC(2) | Delaware | 33-0978312 | ||||||
| SMG Growing Media, Inc.(2) | Ohio | 20-3544126 | ||||||
| SMGM LLC(2) | Ohio | 27-0434530 | ||||||
| Swiss Farms Products, Inc.(4) | Delaware | 88-0407223 | ||||||
| The Hawthorne Collective, Inc.(2) | Ohio | 87-1006204 | ||||||
| The Hawthorne Gardening Company(3) | Delaware | 46-5720038 | ||||||
| The Scotts Company LLC(2) | Ohio | 31-1414921 | ||||||
________________________
(1) The address, including zip code, of the principal executive offices for this additional obligor is 563 S. Crown Hill Road, Orville, Ohio 44667.
(2) The address, including zip code, of the principal executive offices for this additional obligor is c/o The Scotts Miracle-Gro Company, 14111 Scottslawn Road, Marysville, Ohio 43041.
(3) The address, including zip code, of the principal executive offices for this additional obligor is 800 Port Washington Blvd., Port Washington, New York 11050.
(4) The address, including zip code, of the principal executive offices for this additional obligor is 3993 Howard Hughes Parkway, Suite 250, Las Vegas, Nevada 89169.
(5) The address, including zip code, of the principal executive offices for this additional obligor is 10250 Constellation Blvd., Suite 2800, Los Angeles, California 90067.
2
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 THE 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.
Exhibit Number | Description | |||||||
| 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 September 30, 2021 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 305(b)(2), Registration Number 333-229783 filed on June 21, 2021. | |||||||
3
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 Columbus, Ohio on the 10th day of December, 2021.
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Katherine Esber
Katherine Esber
Vice President
4
Exhibit 2
5
Exhibit 3
6
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: December 10, 2021
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Katherine Esber
Katherine Esber
Vice President
7
Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 9/30/2021
($000’s)
| 9/30/2021 | ||||||||
| Assets | ||||||||
| Cash and Balances Due From | $ | 63,715,510 | ||||||
| Depository Institutions | ||||||||
| Securities | 148,000,109 | |||||||
| Federal Funds | 22,403 | |||||||
| Loans & Lease Financing Receivables | 298,005,995 | |||||||
| Fixed Assets | 6,031,305 | |||||||
| Intangible Assets | 13,529,305 | |||||||
| Other Assets | 27,506,020 | |||||||
| Total Assets | $ | 556,810,647 | ||||||
| Liabilities | ||||||||
| Deposits | $ | 449,625,649 | ||||||
| Fed Funds | 2,016,875 | |||||||
| Treasury Demand Notes | — | |||||||
| Trading Liabilities | 1,136,642 | |||||||
| Other Borrowed Money | 33,001,952 | |||||||
| Acceptances | — | |||||||
| Subordinated Notes and Debentures | 3,600,000 | |||||||
| Other Liabilities | 14,733,477 | |||||||
| Total Liabilities | $ | 504,114,595 | ||||||
| Equity | ||||||||
| Common and Preferred Stock | 18,200 | |||||||
| Surplus | 14,266,915 | |||||||
| Undivided Profits | 37,606,027 | |||||||
| Minority Interest in Subsidiaries | 804,910 | |||||||
| Total Equity Capital | $ | 52,696,052 | ||||||
| Total Liabilities and Equity Capital | $ | 556,810,647 | ||||||
8