Exhibit 25
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
| x | CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) |
MANUFACTURERS AND TRADERS TRUST COMPANY
(Exact name of trustee as specified in its charter)
| New York | 16-0538020 | |
(State of incorporation if not a U.S. national bank) | (I.R.S. employer identification no.) | |
One M&T Plaza Buffalo, New York | 14203-2399 | |
| (Address of principal executive offices) | (Zip code) | |
Aaron G. McManus
Vice President
Manufacturers and Traders Trust Company
One M&T Plaza – 7th Floor
Buffalo, New York 14203
(716) 842-4494
(Name, address and telephone number of agent of service)
CONSTELLATION BRANDS, INC.
(Exact name of obligor as specified in its charter)
| Delaware | 16-0716709 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification no.) |
Table of Additional
Registrants
State or other jurisdiction of | Exact name of registrant | I.R.S. Employer Identification No. | ||
| New York | ALCOFI INC. | 13-4103237 | ||
| Maryland | Constellation Beers Ltd. | 36-2855879 | ||
| Delaware | Constellation Brands Beach Holdings, Inc. | 45-5570786 | ||
| Delaware | Constellation Brands SMO, LLC | 13-4033806 | ||
| New York | Constellation Brands U.S. Operations, Inc. | 16-1462887 | ||
| New York | Constellation Leasing, LLC | 56-2596168 | ||
| Delaware | Constellation Marketing Services, Inc. | 37-1749064 | ||
| Delaware | Constellation Services LLC | 26-4390211 | ||
| New York | Constellation Trading Company, Inc. | 77-0644374 | ||
| Delaware | Crown Imports LLC | 20-5300132 | ||
| Delaware | Franciscan Vineyards, Inc. | 94-2602962 | ||
| California | Robert Mondavi Investments | 68-0248575 | ||
| Washington | The Hogue Cellars, Ltd. | 91-1204814 | ||
207 High Point Drive Building 100 Victor, New York | 14564 | |||
| (Address of principal executive offices) | (Zip code) | |||
Debt Securities
and Guarantees of Debt Securities
(Title of the indenture securities)
| 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. |
Name | Address | |
Superintendent of Banks of the State of New York | One State Street, New York, N.Y. 10004-1417 | |
Federal Reserve Bank of New York | 33 Liberty Street, New York, N.Y. 10045 |
| (b) | Whether it is authorized to exercise corporate trust powers. |
Yes.
| 2. | Affiliations with Obligor. |
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
[Items 3 through 15 omitted pursuant to General Instruction B to Form T-1]
| 16. | List of Exhibits. |
Exhibits identified in parentheses below, on file with the Securities and Exchange Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 and 17 C.F.R. 229.10(d).
| Exhibit 1. | Organization Certificate of the Trustee as now in effect (incorporated herein by reference to Exhibit 1, Form T-1, Registration Statement No. 333-167832-03). | |
| Exhibit 2. | Certificate of Authority of the Trustee to commence business (incorporated herein by reference to Exhibit 1, Form T-1, Registration Statement No. 333-167832-03). | |
| Exhibit 3. | Authorization of the Trustee to exercise corporate trust powers (incorporated herein by reference to Exhibit 1, Form T-1, Registration Statement No. 333-167832-03). | |
| Exhibit 4. | Existing By-Laws of the Trustee (incorporated herein by reference to Exhibit 4, Form T-1, Registration Statement No. 333-167832-03). | |
| Exhibit 5. | Not Applicable. | |
| Exhibit 6. | Consent of the Trustee (incorporated herein by reference to Exhibit 6, Form T-1, Registration Statement No. 333-167832-03). | |
| Exhibit 7. | Report of Condition of the Trustee.* | |
| Exhibit 8. | Not Applicable. | |
| Exhibit 9. | Not Applicable. | |
| * | Filed Herewith |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, Manufacturers and Traders Trust Company, a banking corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Buffalo, and State of New York, on the 14th day of October, 2014.
| MANUFACTURERS AND TRADERS | ||
| TRUST COMPANY | ||
By: | /s/ AARON G. MCMANUS | |
Name: | Aaron G. McManus | |
Title: | Vice President | |
Exhibit 7
M&T BANK CORPORATION
Condensed Consolidated Balance Sheet
| June 30 | ||||||||||||
| Dollars in thousands | 2014 | 2013 | Change | |||||||||
ASSETS | ||||||||||||
Cash and due from banks | $ | 1,827,197 | 1,350,015 | 35 | % | |||||||
Interest-bearing deposits at banks | 3,032,530 | 2,555,354 | 19 | |||||||||
Federal funds sold and agreements to resell securities | 90,239 | 124,487 | -28 | |||||||||
Trading account assets | 313,325 | 378,235 | -17 | |||||||||
Investment securities | 12,120,195 | 5,210,526 | 133 | |||||||||
Loans and leases: | ||||||||||||
Commercial, financial, etc. | 19,105,892 | 18,021,812 | 6 | |||||||||
Real estate—commercial | 26,374,274 | 26,116,394 | 1 | |||||||||
Real estate—consumer | 8,656,766 | 10,399,749 | -17 | |||||||||
Consumer | 10,610,761 | 11,433,911 | -7 | |||||||||
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Total loans and leases, net of unearned discount | 64,747,693 | 65,971,866 | -2 | |||||||||
Less: allowance for credit losses | 917,666 | 927,065 | -1 | |||||||||
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Net loans and leases | 63,830,027 | 65,044,801 | -2 | |||||||||
Goodwill | 3,524,625 | 3,524,625 | — | |||||||||
Core deposit and other intangible assets | 49,555 | 89,918 | -45 | |||||||||
Other assets | 6,047,309 | 4,951,044 | 22 | |||||||||
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Total assets | $ | 90,835,002 | 83,229,005 | 9 | % | |||||||
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LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||
Noninterest-bearing deposits | $ | 26,088,763 | 24,074,815 | 8 | % | |||||||
Interest-bearing deposits | 43,502,602 | 41,302,212 | 5 | |||||||||
Deposits at Cayman Islands office | 237,890 | 284,443 | -16 | |||||||||
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Total deposits | 69,829,255 | 65,661,470 | 6 | |||||||||
Short-term borrowings | 161,631 | 307,740 | -47 | |||||||||
Accrued interest and other liabilities | 1,283,430 | 1,421,067 | -10 | |||||||||
Long-term borrowings | 7,391,931 | 5,122,398 | 44 | |||||||||
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Total liabilities | 78,666,247 | 72,512,675 | 8 | |||||||||
Shareholders’ equity: | ||||||||||||
Preferred | 1,231,500 | 876,796 | 40 | |||||||||
Common(1) | 10,937,255 | 9,839,534 | 11 | |||||||||
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Total shareholders’ equity | 12,168,755 | 10,716,330 | 14 | |||||||||
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Total liabilities and shareholders’ equity | 90,835,002 | 83,229,005 | 9 | % | ||||||||
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| (1) | Reflects accumulated other comprehensive income, net of applicable income tax effect, of $40.3 million at June 30, 2014 and accumulated other comprehensive loss, net of applicable income tax effect, of $227.8 million at June 30, 2013. |