EX-25.1 4 d82381a1exv25w1.htm EX-25.1 exv25w1

Exhibit 25.1

 

 

 

FORM T-1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

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 TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)

 

  95-3571558

(State of incorporation

if not a U.S. national bank)

 

(I.R.S. employer

identification no.)

700 South Flower Street

Suite 500

Los Angeles, California

  90017
(Address of principal executive offices)   (Zip code)

 

 

Dell Inc.

(Exact name of obligor as specified in its charter)

 

Delaware   74-2487834

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

One Dell Way MS-RR1-35

Round Rock, TX

  78682
(Address of principal executive offices)   (Zip Code)

 

 

 

Debt Securities
(Title of the indenture securities)

 

 


 


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

Comptroller of the Currency United States Department of the Treasury   Washington, D.C. 20219
Federal Reserve Bank   San Francisco, California 94105
Federal Deposit Insurance Corporation   Washington, D.C. 20429

 

  (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.

 

3-15. Not applicable.

 

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).

 

  1. A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).

 

  2. A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

 

  3. A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).

 

  4. A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-162713).

 

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

 

  7. 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 Trust Company, N.A., a 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 Houston, and State of Texas, on the 31st day of May, 2011.

 

THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
By:  

/s/ Marcella Burgess

Name:   Marcella Burgess
Title:   Vice President

 

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EXHIBIT 6

CONSENT OF THE TRUSTEE

Pursuant to the requirements of Section 321 (b) of the Trust Indenture Act of 1939, and in connection with the proposed issue of Dell Inc., The Bank of New York Mellon Trust Company, N.A. hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor.

 

THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.
By:  

/s/ Marcella Burgess

  Marcella Burgess
  Vice President

Houston, Texas

May 31, 2011

 

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EXHIBIT 7

REPORT OF CONDITION

Consolidating domestic subsidiaries of

The Bank of New York Mellon Trust Company

in the state of CA at close of business on March 31, 2011

published in response to call made by (Enter additional information below)

                                                                                                  

                                                                                                  

Statement of Resources and Liabilities

    Dollar Amounts in Thousands

ASSETS

    

Cash and balances due from depository institutions:

    

Noninterest-bearing balances and currency and coin

     1,466

Interest-bearing balances

     152

Securities:

    

Held-to-maturity securities

     0

Available-for-sale securities

     786,518

Federal funds sold and securities purchased under agreements to resell:

    

Federal funds sold

     73,000

Securities purchased under agreements to resell

     0

Loans and lease financing receivables:

    

Loans and leases held for sale

     0

Loans and leases, net of unearned income

  0   

LESS: Allowance for loan and lease losses

  0   

Loans and leases, net of unearned income and allowance

     0

Trading Assets

     0

Premises and fixed assets (including capitalized leases)

     8,911

Other real estate owned

     0

Investments in unconsolidated subsidiaries and associated companies

     1

Direct and indirect investments in real estate ventures

     0

Intangible assets:

    

Goodwill

     856,313

Other intangible assets

     209,097

Other assets

     149,803

Total assets

     2,085,261

 


 


REPORT OF CONDITION (Continued)

 

LIABILITIES

     Dollar Amounts in Thousands

Deposits:

     

In domestic offices

      500

Noninterest-bearing

   500   

Interest-bearing

   0   

Federal funds purchased and securities sold under agreements to repurchase:

     

Federal funds purchased

      0

Securities sold under agreements to repurchase

      0

Trading liabilities

      0

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

      268,691

Subordinated notes and debentures

      0

Other liabilities

      229,106

Total liabilities

      498,297

EQUITY CAPITAL

     

Bank Equity Capital

       

Perpetual preferred stock and related surplus

      0

Common stock

      1,000

Surplus (exclude all surplus related to preferred stock)

      1,121,520

Retained earnings

      463,627

Accumulated other comprehensive income

      817

Other equity capital components

      0

Total bank equity capital

      1,586,964

Noncontrolling (minority) interest in consolidated subsidiaries

      0

Total equity capital

      1,586,964

Total liabilities and equity capital

      2,085,261

 

We, the undersigned directors (trustees), attest to the correctness of the Reports of Condition and Income (including the supporting schedules) for this report date and declare that the Reports of Condition and Income have been examined by us and to the best of our knowledge and belief have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true and correct.  

I, Karen Bayz, Chief Financial Officer

 

(Name, Title)

  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.

 

Director #1     Timothy Vara, Pres./Managing Director  

/s/ Timothy Vara, Pres.

Director #2     Frank Sulzberger, Managing Director  

/s/ Frank Sulzberger

Director #3     William Lindelof, Managing Director  

/s/ William Lindelof