EX-25.1 17 d490878dex251.htm EX-25.1 EX-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

 

 

 

x 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 No.)

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)

 

 

CyrusOne LP

CyrusOne Finance Corp.

(Exact name of obligor as specified in its charter)

 

 

 

Maryland   46-0982896
Maryland   61-1697505

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer
Identification No.)

1649 West Frankford Road

Carrollton, Texas 75007

TELEPHONE: (972) 350-0060

(Address, Including Zip Code, and Telephone Number, Including Area

Code, of Registrant’s Principal Executive Offices)

 

 

6.375% Senior Notes due 2022

And Guarantees of 6.375% Senior Notes due 2022

 

 

 


GUARANTORS*

 

Exact name of Additional Registrant as Specified in it Charter

   State of
Incorporation or
Organization
   IRS Employee
Identification No.

CyrusOne Inc.

   Maryland    46-0691837

CyrusOne GP

   Maryland    35-6993529

CyrusOne Foreign Holdings LLC

   Delaware    45-3026714

CyrusOne LLC

   Delaware    27-4286158

CyrusOne TRS Inc.

   Delaware    35-2458099

 

* Each Guarantor has the same principal executive office and phone number as CyrusOne LP.

 

 

 

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

Administrator of National Banks

United States Department of the Treasury

Washington, D.C. 20219

Federal Deposit Insurance Corporation

550 17th Street, N.W.

Washington, D.C. 20429

Federal Reserve Bank of San Francisco

P.O. Box 7702

San Francisco, CA 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 now in effect.*
Exhibit 2.   A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**
Exhibit 3.   See Exhibit 2
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 to the Form S-4 dated December 30, 2005 of Hornbeck Offshore Services LLC file number 333-130784-06.
** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux Corporation file number 022-28721.
*** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of Penn National Gaming Inc. file number 333-125274.


SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, 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 Dallas and State of Texas on the 1st day of May, 2013.

WELLS FARGO BANK, NATIONAL ASSOCIATION

 

LOGO

John C. Stohlmann

Vice President


EXHIBIT 6

May 1, 2013

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 thereof.

Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION

 

LOGO

John C. Stohlmann

Vice President


EXHIBIT 7

Wells Fargo Bank National Association

of 101 North Phillips Avenue, Sioux Falls, SD 57104

And Foreign and Domestic Subsidiaries,

at the close of business December 31, 2012, 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

      $22,460   

Interest-bearing balances

      105,937   

Securities:

   

Held-to-maturity securities

      0   

Available-for-sale securities

      203,661   

Federal funds sold and securities purchased under agreements to resell:

   

Federal funds sold in domestic offices

      46   

Securities purchased under agreements to resell

      30,783   

Loans and lease financing receivables:

   

Loans and leases held for sale

      29,991   

Loans and leases, net of unearned income

    745,960     

LESS: Allowance for loan and lease losses

    14,234     

Loans and leases, net of unearned income and allowance

      731,726   

Trading Assets

      34,637   

Premises and fixed assets (including capitalized leases)

      7,746   

Other real estate owned

      3,891   

Investments in unconsolidated subsidiaries and associated companies

      595   

Direct and indirect investments in real estate ventures

      11   

Intangible assets

   

Goodwill

      21,545   

Other intangible assets

      19,870   

Other assets

      53,226   
   

 

 

 

Total assets

      $1,266,125   
   

 

 

 

LIABILITIES

   

Deposits:

   

In domestic offices

    $ 918,331   

Noninterest-bearing

    253,411     

Interest-bearing

    664,920     

In foreign offices, Edge and Agreement subsidiaries, and IBFs

      76,108   

Noninterest-bearing

    1,821     

Interest-bearing

    74,287     

Federal funds purchased and securities sold under agreements to repurchase:

   

Federal funds purchased in domestic offices

      17,247   

Securities sold under agreements to repurchase

      12,230   


         Dollar Amounts
In Millions

Trading liabilities

    18,815   

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

    39,654   

Subordinated notes and debentures

    16,747   

Other liabilities

    32,260   
 

 

 

 

Total liabilities

    $1,131,392   

EQUITY CAPITAL

 

Perpetual preferred stock and related surplus

    0   

Common stock

    519   

Surplus (exclude all surplus related to preferred stock)

    101,833   

Retained earnings

    24,167   

Accumulated other comprehensive income

    7,144   

Other equity capital components

    0   
 

 

 

 

Total bank equity capital

    133,663   

Noncontrolling (minority) interests in consolidated subsidiaries

    1,070   
 

 

 

 

Total equity capital

    134,733   
 

 

 

 

Total liabilities, and equity capital

    $1,266,125   
 

 

 

 

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

David Hoyt

Michael Loughlin