EX-25.1 STATEMENT OF ELIGIBILITY
Published on September 11, 2009
Exhibit 25.1
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
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) | |
PURSUANT TO SECTION 305(b)(2) | |
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
(Exact name of trustee as specified in its charter)
95-3571558 | ||
(State of incorporation | (I.R.S. employer | |
if not a U.S. national bank) | identification no.) | |
700 S. Flower Street | ||
2nd Floor | ||
Los Angeles, California | 90017-4104 | |
(Address of principal executive offices) | (Zip code) |
The Bank of New York Mellon Trust Company, N.A.
900 Ashwood Parkway Suite 425
Atlanta, GA 30338
Attn: Lee Ann Willis
(770) 698-5131
(Name, address, and telephone number of agent for service)
900 Ashwood Parkway Suite 425
Atlanta, GA 30338
Attn: Lee Ann Willis
(770) 698-5131
(Name, address, and telephone number of agent for service)
Novelis Inc.
(Exact name of obligor as specified in its charter)
Canada | 98-0442987 | |
(State or other jurisdiction of | (I.R.S. employer | |
incorporation or organization) | identification no.) | |
3399 Peachtree Road NE, Suite 1500 | 30326 | |
Atlanta, Georgia | (Zip code) | |
(Address of principal executive offices) |
Debt Securities
(Title of the indenture securities)
(1) | See Table 1 List of Additional Obligors |
TABLE 1
State of | Primary Standard | IRS Employer | ||||
Incorporation or | Industrial Classification | Identification | ||||
Guarantor* | Formation | Number | Number | |||
Novelis Corporation |
Texas | 3350 | 41-2098321 | |||
Eurofoil Inc. (USA) |
New York | 3350 | 13-3783544 | |||
Novelis PAE Corporation |
Delaware | 3350 | 36-4266108 | |||
Aluminum Upstream
Holdings LLC |
Delaware | 3350 | 20-5137700 | |||
Novelis Brand LLC |
Delaware | 3350 | 26-0442201 | |||
Novelis South America
Holdings LLC |
Delaware | 3350 | 20-5137684 | |||
Novelis Cast House
Technology Ltd. |
Canada | 3350 | Not Applicable | |||
Novelis No. 1 Limited
Partnership |
Canada | 3350 | Not Applicable | |||
4260848 Canada Inc. |
Canada | 3350 | Not Applicable | |||
4260856 Canada Inc. |
Canada | 3350 | Not Applicable | |||
Novelis Europe
Holdings Ltd. |
United Kingdom | 3350 | Not Applicable | |||
Novelis UK Ltd. |
United Kingdom | 3350 | Not Applicable | |||
Novelis Services
Limited |
United Kingdom | 3350 | Not Applicable | |||
Novelis do Brasil Ltda. |
Brazil | 3350 | Not Applicable | |||
Novelis AG |
Switzerland | 3350 | Not Applicable | |||
Novelis Switzerland
S.A. |
Switzerland | 3350 | Not Applicable | |||
Novelis Technology AG |
Switzerland | 3350 | Not Applicable | |||
Novelis Aluminium
Holding Company |
Ireland | 3350 | Not Applicable | |||
Novelis Deutschland
GmbH |
Germany | 3350 | Not Applicable |
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State of | Primary Standard | IRS Employer | ||||
Incorporation or | Industrial Classification | Identification | ||||
Guarantor* | Formation | Number | Number | |||
Novelis Luxembourg S.A. |
Luxembourg | 3350 | Not Applicable | |||
Novelis PAE S.A.S. |
France | 3350 | Not Applicable |
* | Address and telephone number of principal executive offices are the same as those of Novelis Inc. |
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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 | |
Comptroller of the Currency
United States Department of the Treasury
|
Washington, D.C. 20219 | |
Federal Reserve Bank
|
Atlanta, Georgia 30309 | |
Federal Deposit Insurance Corporation
|
Washington, D.C. 20429 |
(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.
16. List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission, are incorporated
herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture
Act of 1939 (the Act) and 17 C.F.R. 229.10(d).
1. | A copy of the articles of association, as amended, of The Bank of New York Mellon Trust Company, N.A. formerly know as of The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875). | ||
2. | A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948). | ||
3. | A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875). | ||
4. | A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-152875). | ||
6. | The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875). | ||
7. | A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. |
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SIGNATURE
Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust
Company, N.A., a corporation 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 Atlanta, and State of Georgia, on the 11th
day of September, 2009.
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. |
||||||
By: | /s/ Lee Ann Willis
|
|||||
Name: Lee Ann Willis | ||||||
Title: Senior Associate |
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EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 700 South Flower Street, Suite 200, Los Angeles, CA 90017
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 700 South Flower Street, Suite 200, Los Angeles, CA 90017
At the close of business June 30, 2009, published in accordance with Federal regulatory
authority instructions.
Dollar Amounts | ||||||
in Thousands | ||||||
ASSETS |
||||||
Cash and balances due from
depository institutions: |
||||||
Noninterest-bearing balances
and currency and coin |
4,627 | |||||
Interest-bearing balances |
111,263 | |||||
Securities: |
||||||
Held-to-maturity securities |
22 | |||||
Available-for-sale securities |
492,259 | |||||
Federal funds sold and securities
purchased under agreements to resell: |
||||||
Federal funds sold |
0 | |||||
Securities purchased under agreements to resell |
0 | |||||
Loans and lease financing receivables: |
||||||
Loans and leases held for sale |
0 | |||||
Loans and leases,
net of unearned income |
0 | |||||
LESS: Allowance for loan and
lease losses |
0 | |||||
Loans and leases, net of unearned
income and allowance |
0 | |||||
Trading assets |
0 | |||||
Premises and fixed assets (including
capitalized leases) |
11,783 | |||||
Other real estate owned |
0 | |||||
Investments in unconsolidated
subsidiaries and associated
companies |
1 | |||||
Direct and indirect investments in real estate ventures |
0 | |||||
Intangible assets: |
||||||
Goodwill |
876,153 | |||||
Other intangible assets |
258,262 | |||||
Other assets |
157,588 | |||||
Total assets |
$ | 1,911,958 | ||||
1
Dollar Amounts | ||||||
in Thousands | ||||||
LIABILITIES |
||||||
Deposits: |
||||||
In domestic offices |
599 | |||||
Noninterest-bearing |
599 | |||||
Interest-bearing |
0 | |||||
Not applicable |
||||||
Federal funds purchased and securities
sold under agreements to repurchase: |
||||||
Federal funds purchased |
0 | |||||
Securities sold under agreements to repurchase |
0 | |||||
Trading liabilities |
0 | |||||
Other borrowed money: |
||||||
(includes mortgage indebtedness
and obligations under capitalized
leases) |
268,691 | |||||
Not applicable |
||||||
Not applicable |
||||||
Subordinated notes and debentures |
0 | |||||
Other liabilities |
195,831 | |||||
Total liabilities |
465,121 | |||||
Not Applicable |
||||||
EQUITY CAPITAL |
||||||
Perpetual preferred stock and related surplus |
0 | |||||
Common stock |
1,000 | |||||
Surplus (exclude all surplus related to preferred stock) |
1,121,520 | |||||
Not Applicable |
||||||
Retained earnings |
321,726 | |||||
Accumulated other comprehensive income |
2,591 | |||||
Other equity capital components |
0 | |||||
Not Available |
||||||
Total bank equity capital |
1,446,837 | |||||
Noncontrolling (minority) interests in consolidated subsidiaries |
0 | |||||
Total equity capital |
1,446,837 | |||||
Total liabilities and equity capital |
1,911,958 | |||||
I, Karen Bayz, Vice President of the above-named bank do hereby declare that the
Reports of Condition and Income (including the supporting schedules) for this report date have been
prepared in conformance with the instructions issued by the appropriate Federal regulatory
authority and are true to the best of my knowledge and belief.
Karen Bayz ) Managing Director
We, the undersigned directors (trustees), attest to the correctness of the Report of Condition
(including the supporting schedules) for this report date 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.
Troy Kilpatrick, MD |
) | |||||||||||
Frank P. Sulzberger, MD |
) | Directors (Trustees) | ||||||||||
William D. Lindelof, VP |
) |
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