Exhibit 25.1
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) |
David Ferrell
U.S. Bank National Association
1349 West Peachtree Street, Suite 1050
Atlanta, GA
(404) 898-8821
(Name, address and telephone number of agent for service)
Acuity Brands Lighting, Inc.*
* and each of the additional registrant guarantors listed on the next page
(Exact name of obligor as specified in its charter)
Delaware | 58-2633371 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
1170 Peachtree Street, N.E., Suite 2300, Atlanta, Georgia | 30309-7676 | |
(Address of Principal Executive Offices) | (Zip Code) |
Debt Securities and
Guarantees of Debt Securities
(Title of the Indenture Securities)
Table of Additional Registrant Guarantors*
Exact name of additional registrant guarantor as specified in its charter | State or other jurisdiction of incorporation or organization | I.R.S. Employer Identification No. | ||
Acuity Brands, Inc. | Delaware | 58-2632672 | ||
ABL IP Holding LLC | Georgia | 58-2632672 |
* | The address of principal executive offices for each of the additional registrant guarantors is c/o Acuity Brands, Inc., 1170 Peachtree Street, N.E. Suite 2300, Atlanta, Georgia 30309-7676. |
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.
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 June 30, 2020 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit |
* 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 form S-3ASR, Registration Number 333-199863 filed on November 5, 2014.
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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 Atlanta, State of Georgia on the 23rd of October, 2020.
By: | /s/ David Ferrell | |
David Ferrell | ||
Vice President |
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Exhibit 2
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Exhibit 3
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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: October 23, 2020
By: | /s/ David Ferrell | |
David Ferrell | ||
Vice President |
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Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 6/30/2020
($000’s)
6/30/2020 | ||||
Assets | ||||
Cash and Balances Due From Depository Institutions | $ | 52,265,124 | ||
Securities | 126,598,837 | |||
Federal Funds | 806 | |||
Loans & Lease Financing Receivables | 311,129,409 | |||
Fixed Assets | 7,834,494 | |||
Intangible Assets | 12,365,020 | |||
Other Assets | 26,097,656 | |||
|
| |||
Total Assets | $ | 536,291,346 | ||
Liabilities | ||||
Deposits | $ | 425,279,286 | ||
Fed Funds | 2,453,923 | |||
Treasury Demand Notes | 0 | |||
Trading Liabilities | 1,018,213 | |||
Other Borrowed Money | 36,976,115 | |||
Acceptances | 0 | |||
Subordinated Notes and Debentures | 3,850,000 | |||
Other Liabilities | 14,538,821 | |||
|
| |||
Total Liabilities | $ | 484,116,358 | ||
Equity | ||||
Common and Preferred Stock | 18,200 | |||
Surplus | 14,266,915 | |||
Undivided Profits | 37,089,306 | |||
Minority Interest in Subsidiaries | 800,567 | |||
|
| |||
Total Equity Capital | $ | 52,174,988 | ||
Total Liabilities and Equity Capital | $ | 536,291,346 |
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