EX-25.1 8 tm2113841d2_ex25-1.htm EXHIBIT 25.1

 

Exhibit 25.1

 

 

 

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) ¨

 

 

 

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)

 

Thomas Zrust

U.S. Bank National Association

1420 Fifth Avenue, 7th Floor

Seattle, WA 98101

(206) 344-4687

(Name, address and telephone number of agent for service)

 

Expedia Group, Inc.

(Issuer with respect to the Securities)

Delaware 20-2705720
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
   

 

1111 Expedia Group Way W.

Seattle, WA

 

98119

(Address of Principal Executive Offices) (Zip Code)

 

3.600% Senior Notes Due 2023

4.625% Senior Notes Due 2027

2.950% Senior Notes Due 2031

(Title of the Indenture Securities)

 

 

 

 

TABLE OF ADDITIONAL REGISTRANTS

 

Exact Name of Registrant as Specified in its Charter

 

State or Other Jurisdiction of

Incorporation or

Organization

 

I.R.S. Employer
Identification No.

 
BedandBreakfast.com, Inc. Colorado 45-0489609
CarRentals.com, Inc. Nevada 35-2519390
Cruise, LLC Washington 47-3225083
EAN.com, LP Delaware 42-1612329
Egencia LLC Nevada 02-0629848
Expedia Group Commerce, Inc. Delaware 35-2650158
Expedia, Inc. Washington 91-1996083
Expedia LX Partner Business, Inc. Delaware 81-0854713
Higher Power Nutrition Common Holdings, LLC Delaware 20-5112832
HomeAway Software, Inc. Delaware 27-3481581
HomeAway.com, Inc. Delaware 20-2208029
Hotels.com GP, LLC Texas 75-2942059
Hotels.com, L.P. Texas 75-2942061
Hotwire, Inc. Delaware 74-2938016
HRN 99 Holdings, LLC New York 13-4179783
Interactive Affiliate Network, LLC Delaware 42-1612328
LEMS I LLC Delaware 84-2926169
LEXE Marginco, LLC Delaware 00-0000000
LEXEB, LLC Delaware 00-0000000
Liberty Protein, Inc. Delaware 26-1632511
Neat Group Corporation Delaware 01-0774064
O Holdings Inc. Delaware 61-1463518
Orbitz Financial Corp. Delaware 26-2353363
Orbitz for Business, Inc. Delaware 20-5280097
Orbitz, Inc. Delaware 52-2237052
Orbitz, LLC Delaware 36-4349713
Orbitz Travel Insurance Services, LLC Delaware 30-0452979
Orbitz Worldwide, Inc. Delaware 20-5337455
Orbitz Worldwide, LLC Delaware 26-0331198
OWW Fulfillment Services, Inc. Tennessee 62-1149420
Travelscape, LLC Nevada 88-0392667
Trip Network, Inc. Delaware 22-3768144
VRBO Holdings, Inc. Delaware 81-1215345
WWTE, Inc. Nevada 20-3014378

 

1111 Expedia Group Way W.

Seattle, Washington

 98119
(Address of principal executive offices) (Zip code)
 

3.600% Senior Notes Due 2023
4.625% Senior Notes Due 2027
2.950% Senior Notes Due 2031

(Title of the indenture securities)

 

 

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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 THE OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

 

Items 3-15Items 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, 2020 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 form S-3ASR, Registration Number 333-199863 filed on November 5, 2014.

 

 

 

 

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 Seattle, State of Washington on the 7th of May, 2021.

 

  By: /s/ Thomas Zrust
    Thomas Zrust
    Vice President

 

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Exhibit 2

 

 

 C J Office of tho Comptroller of the Currency Washington. DC 20210 CERTIFICATE OF CORPORATE EXISTENCE 1. Brian Brooks. 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 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. December 4. 2020.1 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 C urrency

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Exhibit 3

 

 

K J Office of the Comptroller of the Currency Washington. DC 20219 CERTIFICATE OF FIDUCIARY POWERS 1. Brian Brooks. Acting Comptroller of the Currency, do hereby certify that: 1 The Office of 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). was granted. under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962. 76 Stat. 668. 12 USC 92a. and that the authority so granted remains in full force and effect on the date of this certificate. IN TESTIMONY WHEREOF, today. December 4. 2020? 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 X&intf*X 

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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.

 

Date: May 7, 2021

 

  By: /s/ Thomas Zrust
    Thomas Zrust
    Vice President

 

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Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 12/31/2020

 

($000’s)

 

  12/31/2020 
Assets    
Cash and Balances Due From Depository Institutions  $62,424,852 
Securities   135,372,305 
Federal Funds   149 
Loans & Lease Financing Receivables   299,153,643 
Fixed Assets   7,454,095 
Intangible Assets   12,786,750 
Other Assets   27,582,366 
Total Assets  $544,774,160 
      
Liabilities     
Deposits  $442,835,836 
Fed Funds   1,175,229 
Treasury Demand Notes   0 
Trading Liabilities   1,036,903 
Other Borrowed Money   27,992,840 
Acceptances   0 
Subordinated Notes and Debentures   3,850,000 
Other Liabilities   14,494,315 
Total Liabilities  $491,385,123 
      
Equity     
Common and Preferred Stock   18,200 
Surplus   14,266,915 
Undivided Profits    38,303,599 
Minority Interest in Subsidiaries   800,323 
Total Equity Capital  $53,389,037 
      
Total Liabilities and Equity Capital  $544,774,160 

 

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