EX-25.1 10 s002352x1_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)

Scott Miller
U.S. Bank National Association
10 West Broad Street
Columbus, OH  43215
(614) 849-3402
(Name, address and telephone number of agent for service)

L Brands, Inc.
(Issuer with respect to the Securities)
Delaware
31-1029810
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)

3 Limited Parkway
Columbus, OH
43230
(Address of Principal Executive Offices)
(Zip Code)

6.694% Senior Notes Due 2027
(Title of the Indenture Securities)
 

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, 2018 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.
 
2

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 Columbus, State of Ohio on the 10th of September, 2018.
 
 
By:
/s/ Scott Miller
 
 
Scott Miller
   
Vice President
 
3

Exhibit 2
 
 
4

Exhibit 3

 
5

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.
 
Dated: September 10, 2018
 
 
By:
/s/ Scott Miller
 
 
Scott Miller
   
Vice President
 
6

Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 6/30/2018

($000’s)
 
   
6/30/2018
 
Assets
     
Cash and Balances Due From
 
$
18,933,741
 
Depository Institutions
       
Securities
   
111,465,209
 
Federal Funds
   
92,722
 
Loans & Lease Financing Receivables
   
279,066,037
 
Fixed Assets
   
3,726,559
 
Intangible Assets
   
13,023,820
 
Other Assets
   
26,714,957
 
Total Assets
 
$
453,023,045
 
         
Liabilities
       
Deposits
 
$
350,952,197
 
Fed Funds
   
2,497,543
 
Treasury Demand Notes
   
0
 
Trading Liabilities
   
904,426
 
Other Borrowed Money
   
34,319,863
 
Acceptances
   
0
 
Subordinated Notes and Debentures
   
3,300,000
 
Other Liabilities
   
13,252,394
 
Total Liabilities
 
$
405,226,423
 
         
Equity
       
Common and Preferred Stock
   
18,200
 
Surplus
   
14,266,915
 
Undivided Profits
   
32,711,429
 
Minority Interest in Subsidiaries
   
800,078
 
Total Equity Capital
 
$
47,796,622
 
         
Total Liabilities and Equity Capital
 
$
453,023,045
 
 
7