EX-25.1 14 ex251t-1.htm EXHIBIT 25.1 Exhibit

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)
                        
Joshua A. Hahn
U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107
(651) 466-6309
(Name, address and telephone number of agent for service)
                                                       
Vector Group Ltd.
(Issuer with respect to the Securities)
Delaware
65-0949535
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
 

4400 Biscayne Blvd.
Miami, FL
33137
(Address of Principal Executive Offices)
(Zip Code)
    
7.75% Senior Secured Notes Due 2021
(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 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 March 31, 2016 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.
    


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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 St. Paul, State of Minnesota on the 25th of May, 2016.

By:    /s/ Joshua A. Hahn________                                        Joshua A. Hahn    
Vice President



































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Exhibit 2







4


Exhibit 3





Exhibit 6

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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: May 25, 2016


By:    /s/ Joshua A. Hahn_________                                    Joshua A. Hahn    
Vice President





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Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 3/31/2016

($000’s)

3/31/2016
Assets
Cash and Balances Due From         $ 10,947,868
Depository Institutions
Securities        106,681,861
Federal Funds        36,987
Loans & Lease Financing Receivables         263,697,563
Fixed Assets         5,196,349
Intangible Assets        12,814,361
Other Assets         23,828,774
Total Assets         $423,203,763

Liabilities
Deposits        $315,187,684
Fed Funds        1,383,186
Treasury Demand Notes        0
Trading Liabilities         1,570,792
Other Borrowed Money        44,382,132
Acceptances        0
Subordinated Notes and Debentures        3,800,000
Other Liabilities        12,270,761
Total Liabilities        $378,594,555

Equity
Common and Preferred Stock        18,200
Surplus         14,266,915
Undivided Profits        29,514,964
Minority Interest in Subsidiaries        809,129
Total Equity Capital        $44,609,208

Total Liabilities and Equity Capital        $423,203,763

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