EX-25.1 38 ex25-1formtx1061814.htm FORM T-1 EX25-1FormT-1061814


Exhibit 25.1



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)

WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

A National Banking Association
94-1347393
(Jurisdiction of incorporation or
organization if not a U.S. national
bank)
(I.R.S. Employer
Identification Number)
 
 
101 North Phillips Avenue
Sioux Falls, South Dakota
57104
(Address of principal executive offices)
(Zip code)

Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)
_____________________________

POST HOLDINGS, INC.
(Exact name of obligor as specified in its charter)

Missouri
45-3355106
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
 
 
2503 S. Hanley Road
St. Louis, Missouri
63144
(Address of principal executive offices)
(Zip code)
_____________________________

7.375% Notes due 2022
and Guarantees of 7.375% Notes due 2022
(Title of the indenture securities)





GUARANTORS

Exact Name of Obligor as Specified in its Charter

State or Other Jurisdiction of Incorporation or Organization
I.R.S. Employer
Identification Number
Address of Principal Executive Offices
Post Foods, LLC

Delaware
43-1766315
2503 S. Hanley Road, St. Louis, Missouri 63144

Attune Foods, LLC
Delaware
37-1730215
2503 S. Hanley Road, St. Louis, Missouri 63144

Premier Nutrition Corporation
Delaware
94-3339531
2503 S. Hanley Road, St. Louis, Missouri 63144

Premier Protein, Inc.
California
45-3178614
2503 S. Hanley Road, St. Louis, Missouri 63144

Agricore United Holdings, Inc.
Delaware
86-1167965
2503 S. Hanley Road, St. Louis, Missouri 63144

Dakota Growers Pasta Company, Inc.
North Dakota
45-0423511
2503 S. Hanley Road, St. Louis, Missouri 63144

Primo Piatto, Inc.
Minnesota
41-1881667
2503 S. Hanley Road, St. Louis, Missouri 63144

DNA Dreamfields Company, LLC
Ohio
20-0376833
2503 S. Hanley Road, St. Louis, Missouri 63144

Dymatize Holdings, LLC
Delaware
32-0442358
2503 S. Hanley Road, St. Louis, Missouri 63144

Dymatize Enterprises, LLC
Delaware
27-4267506
2503 S. Hanley Road, St. Louis, Missouri 63144

Custom Nutriceutical Laboratories, LLC

Delaware
27-4267748
2503 S. Hanley Road, St. Louis, Missouri 63144
Supreme Protein, LLC
Delaware
90-0802672
2503 S. Hanley Road, St. Louis, Missouri 63144

TA/DEI-A Acquisition Corp.
Delaware
27-4340322
2503 S. Hanley Road, St. Louis, Missouri 63144

TA/DEI-B1 Acquisition Corp.
Delaware
27-4340350
2503 S. Hanley Road, St. Louis, Missouri 63144

TA/DEI-B2 Acquisition Corp.
Delaware
27-4340391
2503 S. Hanley Road, St. Louis, Missouri 63144

TA/DEI-B3 Acquisition Corp.
Delaware
27-4340422
2503 S. Hanley Road, St. Louis, Missouri 63144

Golden Acquisition Sub, LLC
Delaware
****
2503 S. Hanley Road, St. Louis, Missouri 63144

GB Acquisition USA, Inc.
Washington
98-0546735
2503 S. Hanley Road, St. Louis, Missouri 63144




Nuts Distributor of America Inc.
Washington
72-1548821
2503 S. Hanley Road, St. Louis, Missouri 63144

Golden Nut Company (USA), Inc.
Washington
72-1548826
2503 S. Hanley Road, St. Louis, Missouri 63144

Golden Boy Nut Corporation
Delaware
99-0368728
2503 S. Hanley Road, St. Louis, Missouri 63144

Golden Boy Portales, LLC
Delaware
35-2503747
2503 S. Hanley Road, St. Louis, Missouri 63144

 
 
 
 








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
Treasury Department
Washington, D.C.

Federal Deposit Insurance Corporation
Washington, D.C.

Federal Reserve Bank of San Francisco
San Francisco, California 94120

(b)
Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2.
Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee.    Not applicable.

Item 16. List of Exhibits.
List below all exhibits filed as a part of this Statement of Eligibility.

Exhibit 1.
A copy of the Articles of Association of the trustee as now in effect.*

Exhibit 2.
A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated November 13, 2013.**

Exhibit 3.
A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated November 13, 2013.**

Exhibit 4.
Copy of By-laws of the trustee as now in effect.***

Exhibit 5.
Not applicable.

Exhibit 6.
The consent of the trustee required by Section 321(b) of the Act.

Exhibit 7.
A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

Exhibit 8.
Not applicable.

Exhibit 9.
Not applicable.





*    Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25.1 to the Form S-3/A dated December 30, 2013 of Chase Issuance Trust, file number 333-192048.
**    Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25.1 to the Form S-3/A dated December 30, 2013 of Chase Issuance Trust, file number 333-192048.
*** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25.1 to the Form S-3/A dated December 30, 2013 of Chase Issuance Trust, file number 333-192048.
****An EIN has been requested, but has not yet been received.









SIGNATURE


Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, Wells Fargo 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 to be signed on its behalf by the undersigned, thereunto duly authorized, all in the city of Chicago and State of Illinois on the 18th day of June 2014.




 
WELLS FARGO BANK, NATIONAL ASSOCIATION
 
 
 
 
/s/ Gregory S. Clarke
 
 
Gregory S. Clarke
 
 
Vice President
 









EXHIBIT 6




June 18, 2014



Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.


 
Very truly yours,
 
 
 
WELLS FARGO BANK, NATIONAL ASSOCIATION
 
 
 
 
/s/ Gregory S. Clarke
 
 
Gregory S. Clarke
 
 
Vice President
 




Exhibit 7
Consolidated Report of Condition of

Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business March 31, 2014, filed in accordance with 12 U.S.C. §161 for National Banks.


 
 
 
Dollar Amounts
In Millions

 
 
 
 
ASSETS
 
 
 
Cash and balances due from depository institutions:
 
 
 
Noninterest-bearing balances and currency and coin
 
$
19,353

 
Interest-bearing balances
 
196,143

Securities:
 
 
 
Held-to-maturity securities
 
17,662

 
Available-for-sale securities
 
216,158

Federal funds sold and securities purchased under agreements to resell:
 
 
 
Federal funds sold in domestic offices
 
82

 
Securities purchased under agreements to resell
 
19,030

Loans and lease financing receivables:
 
 
 
Loans and leases held for sale
 
11,067

 
Loans and leases, net of unearned income
781,182
 
 
LESS: Allowance for loan and lease losses
11,761
 
 
Loans and leases, net of unearned income and allowance
 
769,421

Trading Assets
 
31,189

Premises and fixed assets (including capitalized leases)
 
7,485

Other real estate owned
 
4,015

Investments in unconsolidated subsidiaries and associated companies
 
718

Direct and indirect investments in real estate ventures
 
4

Intangible assets
 
 
 
Goodwill
 
21,549

 
Other intangible assets
 
21,474

Other assets
 
52,924

 
 
 
 
Total assets
 
$
1,388,274

 
 
 
 
LIABILITIES
 
 
Deposits:
 
 
 
In domestic offices
 
$
1,010,888

 
Noninterest-bearing
274,869
 
 
Interest-bearing
736,019
 
 
In foreign offices, Edge and Agreement subsidiaries, and IBFs
 
94,353

 
Noninterest-bearing
5233
 
 
Interest-bearing
93,830
 
Federal funds purchased and securities sold under agreements to repurchase:
 
 
 
Federal funds purchased in domestic offices
 
10,968

 
Securities sold under agreements to repurchase
 
12,270








 
 
 
Dollar Amounts
In Millions

 
 
 
 
Trading liabilities
 
13,351

Other borrowed money
 
 
 
(includes mortgage indebtedness and obligations under capitalized leases)
 
59,788

Subordinated notes and debentures
 
19,756

Other liabilities
 
27,614

 
 
 
 
Total liabilities
 
$
1,248,988

 
 
 
 
 
 
 
 
EQUITY CAPITAL
 
 
Perpetual preferred stock and related surplus
 
0

Common stock
 
519

Surplus (exclude all surplus related to preferred stock)
 
103,054

Retained earnings
 
32,460

Accumulated other comprehensive income
 
3,098

Other equity capital components
 
0

 
 
 
 
Total bank equity capital
 
139,131

Noncontrolling (minority) interests in consolidated subsidiaries
 
155

 
 
 
 
Total equity capital
 
139,286

 
 
 
 
Total liabilities, and equity capital
 
$
1,388,274




I, Timothy J. Sloan, EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

 
Timothy J. Sloan
 
EVP & CFO


We, the undersigned directors, attest to the correctness of this Report of Condition 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.


John Stumpf
Directors
Carrie Tolstedt
 
Michael Loughlin