Exhibit 25
SECURITIESANDEXCHANGECOMMISSION
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) |
Brad Hounsel
U.S. Bank National Association
14241 Dallas Parkway, Suite 490
Dallas, TX 75254
(972) 458-4506
(Name, address and telephone number of agent for service)
Clear Channel Communications, Inc.
(Issuer with respect to the Securities)
| Texas | 74-1787539 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
200 East Basse Road San Antonio, Texas | 78209 | |
| (Address of Principal Executive Offices) | (Zip Code) |
9% Priority Guarantee Notes Due 2019
and
11.25% Priority Guarantee Notes Due 2021
(Title of the Indenture Securities)
TABLE OF ADDITIONAL GUARANTOR OBIGLORS
Exact Name of Additional Guraantor Obligors* | Jurisdiction of Formation | I.R.S. Employer Identification No. | ||||
Clear Channel Capital I, LLC | Delaware | 27-0263715 | ||||
AMFM Broadcasting, Inc. | Delaware | 95-4068583 | ||||
AMFM Operating Inc. | Delaware | 13-3649750 | ||||
Citicasters Licenses, Inc. | Texas | 90-0183894 | ||||
Capstar Radio Operating Company | Delaware | 13-3922738 | ||||
CC Broadcast Holdings, Inc. | Nevada | 20-2302507 | ||||
Christal Radio Sales, Inc. | Delaware | 13-2618663 | ||||
Cine Guarantors II, Inc. | California | 95-2960196 | ||||
Citicasters Co. | Ohio | 31-1081002 | ||||
Clear Channel Broadcasting Licenses, Inc. | Nevada | 88-0309517 | ||||
Clear Channel Broadcasting, Inc. | Nevada | 74-2722883 | ||||
Clear Channel Identity, Inc. | Texas | 27-1992018 | ||||
Clear Channel Holdings, Inc. | Nevada | 88-0318078 | ||||
Clear Channel Investments, Inc. | Nevada | 91-1883551 | ||||
Clear Channel Management Services, Inc. | Texas | 02-0619566 | ||||
Clear Channel Mexico Holdings, Inc. | Nevada | 20-2303205 | ||||
Clear Channel Satellite Services, Inc. | Delaware | 31-1125479 | ||||
Critical Mass Media, Inc. | Ohio | 31-1228174 | ||||
Katz Communications, Inc. | Delaware | 13-0904500 | ||||
Katz Media Group, Inc. | Delaware | 13-3779266 | ||||
Katz Millennium Sales & Marketing Inc. | Delaware | 06-0963166 | ||||
Katz Net Radio Sales, Inc. | Delaware | 74-3221051 | ||||
M Street Corporation | Washington | 54-1526578 | ||||
Premiere Radio Networks, Inc. | Delaware | 95-4083971 | ||||
Terrestrial RF Licensing, Inc. | Nevada | 55-0858211 | ||||
CC Licenses, LLC | Delaware | 20-3498527 | ||||
Clear Channel Real Estate, LLC | Delaware | 74-2745435 | ||||
AMFM Broadcasting Licenses, LLC | Delaware | 01-0824545 | ||||
AMFM Radio Licenses, LLC | Delaware | 75-2779594 | ||||
AMFM Texas, LLC | Delaware | 74-2939082 | ||||
AMFM Texas Broadcasting, LP | Delaware | 75-2486577 | ||||
AMFM Texas Licenses, LLC | Texas | 75-2486580 | ||||
Capstar TX, LLC | Texas | 13-3933048 | ||||
CC Finco Holdings, LLC | Delaware | 26-3757034 | ||||
| * | The address, including zip code, and telephone number, including area code, of each additional Guarantor Obligor’s principal executive office is the same as Clear Channel Communications, Inc. |
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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, 2012 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 S-4, Registration Number 333-166527 filed on May 5, 2010. |
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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 Dallas, State of Texas on the 3rd of April, 2013.
| By: | /s/ Brad Hounsel | |
| Brad Hounsel | ||
| Vice President |
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Exhibit 2
Comptroller of the Currency
Administrator of National Banks
Washington, D.C. 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,
November 28, 2012, 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
| |
 |
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Exhibit 3
Comptroller of the Currency
Administrator of National Banks
Washington, DC 20219
CERTIFICATE OF CORPORATE EXISTENCE AND FIDUCIARY POWERS
I, John Walsh, Acting 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 U.S.C. 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 and exercise fiduciary powers on the date of this Certificate.
 | IN TESTIMONY WHEREOF, today, March
19, 2013, 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. | |
 | ||
Acting Comptroller of the Currency |
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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: April 3, 2013
By: | /s/ Brad Hounsel | |
| Brad Hounsel | ||
| Vice President |
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Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 12/31/2012
($000’s)
| 12/31/2012 | ||||
Assets | ||||
Cash and Balances Due From Depository Institutions | $ | 8,252,302 | ||
Securities | 74,022,528 | |||
Federal Funds | 74,234 | |||
Loans & Lease Financing Receivables | 219,884,343 | |||
Fixed Assets | 5,024,268 | |||
Intangible Assets | 12,542,566 | |||
Other Assets | 25,288,375 | |||
|
| |||
Total Assets | $ | 345,088,616 | ||
|
| |||
Liabilities | ||||
Deposits | $ | 253,686,214 | ||
Fed Funds | 4,291,213 | |||
Treasury Demand Notes | 0 | |||
Trading Liabilities | 404,237 | |||
Other Borrowed Money | 30,911,125 | |||
Acceptances | 0 | |||
Subordinated Notes and Debentures | 4,736,320 | |||
Other Liabilities | 11,473,186 | |||
|
| |||
Total Liabilities | $ | 305,502,295 | ||
|
| |||
Equity | ||||
Common and Preferred Stock | 18,200 | |||
Surplus | 14,133,290 | |||
Undivided Profits | 23,981,892 | |||
Minority Interest in Subsidiaries | $ | 1,452,939 | ||
|
| |||
Total Equity Capital | $ | 39,586,321 | ||
|
| |||
Total Liabilities and Equity Capital | $ | 345,088,616 | ||
|
| |||
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