Exhibit 25.2
 
 
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)          o
 
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
     
(Jurisdiction of incorporation
if not a U.S. national bank)
  95-3571558
(I.R.S. employer
identification no.)
700 South Flower Street
Suite 500
Los Angeles, California
(Address of principal executive offices)
 
90017
(Zip code)
 
NOVELIS INC.
(Exact name of obligor as specified in its charter)
     
Canada
(State or other jurisdiction of
incorporation or organization)
  98-0442987
(I.R.S. employer
identification no.)


 

Novelis Corporation
(Exact name of obligor as specified in its charter)
     
Texas
(State or other jurisdiction of
incorporation or organization)
  41-2098321
(I.R.S. employer
identification no.)
Eurofoil Inc. (USA)
(Exact name of obligor as specified in its charter)
     
New York
(State or other jurisdiction of
incorporation or organization)
  13-3783544
(I.R.S. employer
identification no.)
Novelis PAE Corporation
(Exact name of obligor as specified in its charter)
     
Delaware
(State or other jurisdiction of
incorporation or organization)
  36-4266108
(I.R.S. employer
identification no.)
Aluminum Upstream Holdings LLC
(Exact name of obligor as specified in its charter)
     
Delaware
(State or other jurisdiction of
incorporation or organization)
  20-5137700
(I.R.S. employer
identification no.)
Novelis Brand LLC
(Exact name of obligor as specified in its charter)
     
Delaware
(State or other jurisdiction of
incorporation or organization)
  26-0442201
(I.R.S. employer
identification no.)

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Novelis South America Holdings LLC
(Exact name of obligor as specified in its charter)
     
Delaware
(State or other jurisdiction of
incorporation or organization)
  20-5137684
(I.R.S. employer
identification no.)
Novelis North America Holdings Inc.
(Exact name of obligor as specified in its charter)
     
Delaware
(State or other jurisdiction of
incorporation or organization)
  90-0636088
(I.R.S. employer
identification no.)
Novelis Acquisitions LLC
(Exact name of obligor as specified in its charter)
     
Delaware
(State or other jurisdiction of
incorporation or organization)
  27-4077666
(I.R.S. employer
identification no.)
Novelis Cast House Technology Ltd.
(Exact name of obligor as specified in its charter)
     
Canada
(State or other jurisdiction of
incorporation or organization)
  Not applicable
(I.R.S. employer
identification no.)
Novelis No. 1 Limited Partnership
(Exact name of obligor as specified in its charter)
     
Canada
(State or other jurisdiction of
incorporation or organization)
  Not applicable
(I.R.S. employer
identification no.)

-3-


 

4260848 Canada Inc.
(Exact name of obligor as specified in its charter)
     
Canada
(State or other jurisdiction of
incorporation or organization)
  Not applicable
(I.R.S. employer
identification no.)
4260856 Canada Inc.
(Exact name of obligor as specified in its charter)
     
Canada
(State or other jurisdiction of
incorporation or organization)
  Not applicable
(I.R.S. employer
identification no.)
Novelis Europe Holdings Ltd.
(Exact name of obligor as specified in its charter)
     
United Kingdom
(State or other jurisdiction of
incorporation or organization)
  Not applicable
(I.R.S. employer
identification no.)
Novelis UK Ltd.
(Exact name of obligor as specified in its charter)
     
United Kingdom
(State or other jurisdiction of
incorporation or organization)
  Not applicable
(I.R.S. employer
identification no.)
Novelis Services Limited
(Exact name of obligor as specified in its charter)
     
United Kingdom
(State or other jurisdiction of
incorporation or organization)
  Not applicable
(I.R.S. employer
identification no.)

-4-


 

Novelis do Brasil Ltda.
(Exact name of obligor as specified in its charter)
     
Brazil
(State or other jurisdiction of
incorporation or organization)
  Not applicable
(I.R.S. employer
identification no.)
Novelis AG
(Exact name of obligor as specified in its charter)
     
Switzerland
(State or other jurisdiction of
incorporation or organization)
  Not applicable
(I.R.S. employer
identification no.)
Novelis Switzerland S.A.
(Exact name of obligor as specified in its charter)
     
Switzerland
(State or other jurisdiction of
incorporation or organization)
  Not applicable
(I.R.S. employer
identification no.)
Novelis Technology AG
(Exact name of obligor as specified in its charter)
     
Switzerland
(State or other jurisdiction of
incorporation or organization)
  Not applicable
(I.R.S. employer
identification no.)
Novelis Aluminum Holding Company
(Exact name of obligor as specified in its charter)
     
Ireland
(State or other jurisdiction of
incorporation or organization)
  Not applicable
(I.R.S. employer
identification no.)

-5-


 

Novelis Deutschland GmbH
(Exact name of obligor as specified in its charter)
     
Germany
(State or other jurisdiction of
incorporation or organization)
  Not applicable
(I.R.S. employer
identification no.)
Novelis Luxembourg S.A.
(Exact name of obligor as specified in its charter)
     
Luxembourg
(State or other jurisdiction of
incorporation or organization)
  Not applicable
(I.R.S. employer
identification no.)
Novelis PAE S.A.S.
(Exact name of obligor as specified in its charter)
     
France
(State or other jurisdiction of
incorporation or organization)
  Not applicable
(I.R.S. employer
identification no.)
Novelis Madeira, Unipessoal, Lda
(Exact name of obligor as specified in its charter)
     
Portugal
(State or other jurisdiction of
incorporation or organization)
  Not applicable
(I.R.S. employer
identification no.)
     
3560 Lenox Road, Suite 2000
Atlanta, Georgia
(Address of principal executive offices)
  30326
(Zip code)
 
8.75% Senior Notes due 2020
and Guarantees of 8.75% Senior Notes due 2020
(Title of the indenture securities)
 
 

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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, DC 20219
 
   
Federal Reserve Bank
  San Francisco, CA 94105
 
   
Federal Deposit Insurance Corporation
  Washington, DC 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 of The Bank of New York Mellon Trust Company, N.A., formerly known as 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).

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  4.   A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-162713).
  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.

-8-


 

SIGNATURE
     Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a 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 Atlanta, and State of Georgia, on the 10th day of February, 2011.
         
  THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
 
 
  By:   /S/ Reda Sabaliauskaite    
    Name:   Reda Sabaliauskaite   
    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
     At the close of business September 30, 2010, 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
    1,595  
Interest-bearing balances
    276  
Securities:
       
Held-to-maturity securities
    7  
Available-for-sale securities
    703,294  
Federal funds sold and securities purchased under agreements to resell:
       
Federal funds sold
    76,500  
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)
    9,503  
Other real estate owned
    0  
Investments in unconsolidated subsidiaries and associated companies
    0  
Direct and indirect investments in real estate ventures
    0  
Intangible assets:
       
Goodwill
    856,313  
Other intangible assets
    223,370  
Other assets
    156,663  
 
     
Total assets
  $ 2,027,521  
 
     

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    Dollar Amounts  
    in Thousands  
 
       
LIABILITIES
       
 
       
Deposits:
       
In domestic offices
    500  
Noninterest-bearing
    500  
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
    220,845  
Total liabilities
    490,036  
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 available
       
Retained earnings
    412,405  
Accumulated other comprehensive income
    2,560  
Other equity capital components
    0  
Not available
       
Total bank equity capital
    1,537,485  
Noncontrolling (minority) interests in consolidated subsidiaries
    0  
Total equity capital
    1,537,485  
 
     
Total liabilities and equity capital
    2,027,521  
 
     
     I, Karen Bayz, Managing Director 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, President   )
     Frank P. Sulzberger, MD   )            Directors (Trustees)
     William D. Lindelof, MD   )

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