Form T-1 Statement of Eligibility

EX-25.1 18 d427969dex251.htm FORM T-1 STATEMENT OF ELIGIBILITY Form T-1 Statement of Eligibility

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)

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)


New York		13-5160382
(State of incorporation if not a U.S. national bank)		(I.R.S. employer identification no.)

One Wall Street, New York, NY		10286
(Address of principal executive offices)		(Zip code)

CHC HELICOPTER S.A.

(Exact name of obligor as specified in its charter)


Luxembourg		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)

4740 Agar Drive		V7B1A3
Richmond, BC, Canada (Address of principal executive offices)		(Zip code)

SEE TABLE OF ADDITIONAL OBLIGORS

9.250% Senior Secured Notes due 2020

Guarantees of 9.250% Senior Secured Notes due 2020

(Title of the indenture securities)

TABLE OF ADDITIONAL OBLIGORS


Exact Name of Registrant Guarantor as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number	Address of Principal Executive Offices
6922767 Holding S.à r.l.	Luxembourg	98-0598004	13-15 Avenue de la Liberté L-1931 Luxembourg
Capital Aviation Services B.V.	Netherlands	98-0592415	9 Parellaan 2132 WS Hoofddorp The Netherlands
CHC Capital (Barbados) Limited	Barbados	Not Applicable	Deighton House Dayrell’s Road at Deighton St. Michael, BB14030 Barbados
CHC Den Helder B.V.	Netherlands	Not Applicable	9 Parellaan 2132 WS Hoofddorp The Netherlands
CHC Global Operations (2008) Inc.	Canada	Not Applicable	4740 Agar Drive Richmond, BC V7B 1A3 Canada
CHC Global Operations Canada (2008) Inc.	Canada	Not Applicable	4740 Agar Drive Richmond, BC V7B 1A3 Canada
CHC Global Operations International Inc.	Canada	Not Applicable	4740 Agar Drive Richmond, BC V7B 1A3 Canada
CHC Helicopter Holding S.à r.l.	Luxembourg	94-13440907	13-15 Avenue de la Liberté L-1931 Luxembourg
CHC Helicopters (Barbados) Limited	Barbados	Not Applicable	Deighton House Dayrell’s Road at Deighton St. Michael, BB14030 Barbados
CHC Holding NL B.V.	Netherlands	98-0596801	9 Parellaan 2132 WS Hoofddorp The Netherlands
CHC Holding (UK) Limited	Scotland	Not Applicable	CHC House Howe Moss Drive Kirkhill Industrial Estate Dyce, Aberdeen, AB21 0GL Scotland
CHC Hoofddorp B.V.	Netherlands	98-0952413	9 Parellaan 2132 WS Hoofddorp The Netherlands
CHC Netherlands B.V.	Netherlands	98-2592409	9 Parellaan 2132 WS Hoofddorp The Netherlands


Exact Name of Registrant Guarantor as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number	Address of Principal Executive Offices
CHC Norway Acquisition Co AS	Norway	98-0596777	Stavanger Lufthavn 4050 Sola Norway
CHC Sweden AB	Sweden	98-0597510	9 Parellaan 2132 WS Hoofddorp The Netherlands
Helicopter Services Group AS	Norway	98-0592436	Stavanger Lufthavn 4050 Sola Norway
Helikopter Service AS	Norway	98-0592440	Stavanger Lufthavn 4050 Sola Norway
Heli-One Canada Inc.	Canada	Not Applicable	4740 Agar Drive Richmond, BC V7B 1A3 Canada
Heli-One Defence B.V.	Netherlands	98-2592461	9 Parellaan 2132 WS Hoofddorp The Netherlands
Heli-One Holdings (UK) Limited	England	98-0596780	CHC House Howe Moss Drive Kirkhill Industrial Estate Dyce Aberdeen AB21 0GL Scotland
Heli-One (Europe) AS	Norway	98-0592435	Stavanger Lufthavn 4050 Sola Norway
Heli-One Leasing Inc.	Canada	Not Applicable	4740 Agar Drive Richmond, BC V7B 1A3 Canada
Heli-One Leasing (Norway) AS	Norway	45-4005893	Stavanger Lufthavn 4050 Sola Norway
Heli-One (Norway) AS	Norway	98-0476722	Stavanger Lufthavn 4050 Sola Norway
Heli-One (Netherlands) B.V.	Netherlands	98-0592414	9 Parellaan 2132 WS Hoofddorp The Netherlands
Heli-One (U.K.) Limited	Scotland	98-0592451	CHC House Howe Moss Drive Kirkhill Industrial Estate Dyce Aberdeen AB21 0GL Scotland


Exact Name of Registrant Guarantor as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number	Address of Principal Executive Offices
Heli-One (U.S.) Inc.	Delaware	84-1719617	2711 Centerville Road Suite 400 Wilmington, Delaware 19808
Heli-One USA Inc.	Texas	75-2303691	350 N. Paul Street Suite 2900 Dallas, Texas 75201
Heliworld Leasing Limited	England	98-0592464	CHC House Howe Moss Drive Kirkhill Industrial Estate Dyce Aberdeen AB21 0GL Scotland
CHC Leasing (Ireland) Limited	Ireland	Not Applicable	The Boat House Bishop Street Dublin 8 Ireland
Integra Leasing AS	Norway	98-0592439	Stavanger Lufthavn 4050 Sola Norway
Lloyd Bass Strait Helicopters Pty. Ltd.	Australia	98-0592398	Level 4, 1060 Hay Street West Perth, WA Australia 6005
Lloyd Helicopters International Pty. Ltd in its own capacity and as trustee of the Australian Helicopters Trust	Australia	98-0592400	Level 4, 1060 Hay Street West Perth, WA Australia 6005
Lloyd Helicopters Pty. Ltd.	Australia	98-0592393	Level 4, 1060 Hay Street West Perth, WA Australia 6005
Lloyd Helicopter Services Limited	Scotland	98-0596781	CHC House Howe Moss Drive Kirkhill Industrial Estate Dyce Aberdeen AB21 0GL Scotland
Lloyd Helicopter Services Pty. Ltd.	Australia	98-0592394	Level 4, 1060 Hay Street West Perth, WA Australia 6005
CHC Helicopter Australia Pty Ltd	Australia	98-0592402	Level 4, 1060 Hay Street West Perth, WA Australia 6005


Exact Name of Registrant Guarantor as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number	Address of Principal Executive Offices
Management Aviation Limited	England	98-0592135	CHC House Howe Moss Drive Kirkhill Industrial Estate Dyce Aberdeen AB21 0GL Scotland
North Denes Aerodrome Limited	England	98-0592203	CHC House Howe Moss Drive Kirkhill Industrial Estate Dyce Aberdeen AB21 0GL Scotland

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
Superintendent of Banks of the State of New York		One State Street, New York, NY 10004-1417

Federal Reserve Bank of New York		33 Liberty Street New York, NY 10045

Federal Deposit Insurance Corporation		550 17^th Street, N.W. Washington, D.C. 20429 3501 N. Fairfax Drive Arlington, VA 22226

The Clearing House Association, L.L.C.		450 West 33rd Street New York, NY 10001

(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).

A copy of the Organization Certificate of The Bank of New York Mellon (formerly The Bank of New York and formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735.)

A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121195.)

The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735.)

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.

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 26th day of October, 2012.


THE BANK OF NEW YORK MELLON

By:		/s/ Catherine F. Donohue
		Catherine F. Donohue
		Vice President

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of One Wall Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business June 30, 2012, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.


	Dollar Amounts In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		3,160,000
Interest-bearing balances		107,102,000
Securities:
Held-to-maturity securities		8,793,000
Available-for-sale securities		80,993,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		4,000
Securities purchased under agreements to resell		3,971,000
Loans and lease financing receivables:
Loans and leases held for sale		8,000
Loans and leases, net of unearned income		27,745,000
LESS: Allowance for loan and lease losses		335,000
Loans and leases, net of unearned income and allowance		27,410,000
Trading assets		4,149,000
Premises and fixed assets (including capitalized leases)		1,235,000
Other real estate owned		9,000
Investments in unconsolidated subsidiaries and associated companies		1,001,000
Direct and indirect investments in real estate ventures		0
Intangible assets:
Goodwill		6,403,000
Other intangible assets		1,530,000


Other assets			13,301,000

Total assets			259,069,000

LIABILITIES
Deposits:
In domestic offices			116,929,000
Noninterest-bearing			71,309,000
Interest-bearing			45,620,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs			99,535,000
Noninterest-bearing			4,871,000
Interest-bearing			94,664,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			4,305,000
Securities sold under agreements to repurchase			1,009,000
Trading liabilities			6,135,000
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)			3,137,000
Not applicable
Not applicable
Subordinated notes and debentures			1,065,000
Other liabilities			7,935,000

Total liabilities			240,050,000

EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			1,135,000
Surplus (exclude all surplus related to preferred stock)			9,681,000
Retained earnings			8,819,000
Accumulated other comprehensive income			-966,000
Other equity capital components			0
Total bank equity capital			18,669,000
Noncontrolling (minority) interests in consolidated subsidiaries			350,000
Total equity capital			19,019,000

Total liabilities and equity capital			259,069,000

I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas P. Gibbons,

Chief Financial Officer

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We 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 and is true and correct.


Gerald L. Hassell				Directors
Catherine A. Rein
Michael J. Kowalski