EX-25.1 23 g25447exv25w1.htm EX-25.1 exv25w1
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
 
o Check if an application to determine eligibility of a trustee
pursuant to section 305(b)(2)
 
Branch Banking and Trust Company
(Exact name of trustee as specified in its charter)
     
North Carolina   56-0149200
(Jurisdiction of incorporation or organization   (I.R.S. Employer Identification Number)
if not a U.S. national bank)    
200 West Second Street
Winston-Salem, North Carolina 27101

(Address of principal executive offices) (Zip Code)
 
Robert J. Johnson, Jr., Esq.
c/o BB&T Corporation
200 West Second Street
Winston-Salem, North Carolina 27101
(336) 733-2000

(Name, address and telephone number of agent for service)
 
Hanesbrands Inc.
(Exact name of obligor as specified in its charter)
     
Maryland   20-3552316
(State or other jurisdiction of   (I.R.S. Employer Identification Number)
incorporation or organization)

 


 

1000 East Hanes Mill Road
Winston-Salem, North Carolina 27105

(Address of principal executive offices) (Zip Code)
         
BA International, L.L.C.   Delaware   20-3151349
Caribesock, Inc.   Delaware   36-4311677
Caribetex, Inc.   Delaware   36-4147282
CASA International, LLC   Delaware   01-0863412
Ceibena Del, Inc.   Delaware   36-4165547
Hanes Menswear, LLC   Delaware   66-0320041
Hanes Puerto Rico, Inc.   Delaware   36-3726350
Hanesbrands Direct, LLC   Colorado   20-5720114
Hanesbrands Distribution, Inc.   Delaware   36-4500174
HBI Branded Apparel Enterprises, LLC   Delaware   20-5720055
HBI Branded Apparel Limited, Inc.   Delaware   35-2274670
HbI International, LLC   Delaware   01-0863413
HBI Sourcing, LLC   Delaware   20-3552316
Inner Self LLC   Delaware   36-4413117
Jasper-Costa Rica, L.L.C.   Delaware   51-0374405
Playtex Dorado, LLC   Delaware   13-2828179
Playtex Industries, Inc.   Delaware   51-0313092
Seamless Textiles, LLC   Delaware   36-4311900
UPCR, Inc.   Delaware   36-4165638
UPEL, Inc.   Delaware   36-4165642
GearCo, Inc.   Delaware   20-5919553
GFSI Holdings, Inc.   Delaware   74-2810744
GFSI, Inc.   Delaware   74-2810748
CC Products, Inc.   Delaware   48-1244929
Event 1, Inc.   Kansas   48-1197012
(Exact name of co-obligor as specified in   (State or other jurisdiction of   (I.R.S. Employer Identification
its charter)   incorporation or   Number)
    organization)    
c/o Hanesbrands Inc.
1000 East Hanes Mill Road
Winston-Salem, North Carolina 27105

(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.
     
NORTH CAROLINA COMMISSIONER OF BANKS
  RALEIGH, NORTH CAROLINA 27603
 
   
FEDERAL RESERVE BANK
  RICHMOND, VIRGINIA 23219
 
   
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.
3-12.   NO RESPONSES ARE INCLUDED FOR ITEMS 3 THROUGH 12. RESPONSES TO THOSE ITEMS ARE NOT REQUIRED BECAUSE, AS PROVIDED IN GENERAL INSTRUCTION B AND AS SET FORTH IN ITEMS 13(a) AND 13(b) BELOW, TO THE BEST OF THE TRUSTEE’S KNOWLEDGE, THE OBLIGOR IS NOT IN DEFAULT ON ANY SECURITIES ISSUED UNDER INDENTURES UNDER WHICH BRANCH BANKING AND TRUST COMPANY IS A TRUSTEE.
 
13.   Defaults by the Obligor.
  (a)   State whether there is or has been a default with respect to the securities under this indenture. Explain the nature of any such default.
 
           TO THE BEST OF THE TRUSTEE’S KNOWLEDGE, THERE IS NOT AND HAS NOT BEEN ANY DEFAULT      UNDER THIS INDENTURE.
 
  (b)   If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, or is trustee for more than one outstanding series of securities under the indenture, state whether there has been a default under any such indenture or series, identify the indenture or series affected, and explain the nature of any such default.

 


 

           TO THE BEST OF THE TRUSTEE’S KNOWLEDGE, THERE HAS NOT BEEN ANY SUCH DEFAULT.
14-15.   NO RESPONSES ARE INCLUDED FOR ITEMS 14 AND 15. RESPONSES TO THOSE ITEMS ARE NOT REQUIRED BECAUSE, AS PROVIDED IN GENERAL INSTRUCTION B AND AS SET FORTH IN ITEMS 13(a) AND 13(b) ABOVE, TO THE BEST OF THE TRUSTEE’S KNOWLEDGE, THE OBLIGOR IS NOT IN DEFAULT ON ANY SECURITIES ISSUED UNDER INDENTURES UNDER WHICH BRANCH BANKING AND TRUST COMPANY IS A TRUSTEE.
 
16.   List of exhibits.
 
    List below all exhibits filed as a part of this statement of eligibility; exhibits identified by an asterisk or asterisks are filed with the Securities and Exchange Commission and are incorporated herein by reference as exhibits hereto pursuant to Rule 7a-29 under the Trust Indenture Act of 1939, as amended.
  1.*   A copy of the restated articles of incorporation of Branch Banking and Trust Company.
 
  2.*   A copy of the certificate of authority of the trustee to commence business.
 
  3.   A copy of the authorization of the trustee to exercise corporate trust powers.
 
  4.*   A copy of the existing by-laws of the trustee as now in effect.
 
  5.   Not applicable.
 
  6.   The consent of the trustee required by Section 321(b) of the Trust Indenture Act of 1939.
 
  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.
 
  8.   Not applicable.
 
  9.   Not applicable.
*   Incorporated by reference to the exhibit of the same number to the trustee’s Statement of Eligibility on Form T-1 filed as Exhibit 25.1 to the Registration Statement on Form S-3ASR (Commission File No. 333-142343) filed on April 25, 2007.

 


 

Signature
     Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, Branch Banking and Trust Company, a state banking corporation organized and existing under the laws of the State of North Carolina, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilson and the State of North Carolina, on the 10th day of December 2010.
         
 
  Branch Banking and Trust Company
 
       
 
  By:   /s/ Gregory Yanok
 
       
 
      Gregory Yanok
Vice President

 


 

Exhibit 1 to Form T-1
ARTICLES OF ASSOCIATION
OF
BRANCH BANKING AND TRUST COMPANY
Incorporated by reference to the exhibit of the same number to the trustee’s
Statement of Eligibility on Form T-1 filed as Exhibit 25.1 to the
Registration Statement on Form S-3ASR
(Commission File No. 333-142343) filed on April 25, 2007.

 


 

Exhibit 2 to Form T-1
CERTIFICATE OF AUTHORITY OF
BRANCH BANKING AND TRUST COMPANY
TO COMMENCE BUSINESS
Incorporated by reference to the exhibit of the same number to the trustee’s
Statement of Eligibility on Form T-1 filed as Exhibit 25.1 to the
Registration Statement on Form S-3ASR
(Commission File No. 333-142343) filed on April 25, 2007.

 


 

Exhibit 3 to Form T-1
AUTHORIZATION OF
BRANCH BANKING AND TRUST COMPANY
TO EXERCISE CORPORATE TRUST POWERS
Authority to Act as Fiduciary without Bond
[Seal of State of North Carolina Commissioner of Banks]
State of North Carolina
Branch Banking and Trust Company having paid the $200 fee as required by G.S. § 53-160, and otherwise being empowered to exercise fiduciary powers, is hereby granted a license to act as Guardian, Trustee, Assignee, Receiver, Executor, or Administrator without bond as provided by law.
     
[Seal]
  WITNESS my signature and official seal this the 10th day of December, 2009.
 
   
 
  /s/ Joseph A. Smith, Jr.
 
   
 
  Joseph A. Smith, Jr.
Commissioner of Banks
Expires December 31, 2010
North Carolina Commissioner of Banks, 316 W. Edenton Street, 4309 Mail Service Center, Raleigh, NC 27699-4309
Telephone: 919/733-3016            Fax: 919/733-6918            Internet: http://www.nccob.org

 


 

Exhibit 4 to Form T-1
BYLAWS OF
BRANCH BANKING AND TRUST COMPANY
Incorporated by reference to the exhibit of the same number to the trustee’s
Statement of Eligibility on Form T-1 filed as Exhibit 25.1 to the
Registration Statement on Form S-3ASR
(Commission File No. 333-142343) filed on April 25, 2007.

 


 

Exhibit 5 to Form T-1
(Intentionally Omitted. Not Applicable.)

 


 

Exhibit 6 to Form T-1
CONSENT OF TRUSTEE
     Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, in connection with the proposed exchange of the Debt Securities of Hanesbrands Inc., Branch Banking and Trust Company 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.
         
 
  Branch Banking and Trust Company
 
       
December 10, 2010
  By:   /s/ Gregory Yanok
 
       
 
      Gregory Yanok
Vice President

 


 

Exhibit 7 to Form T-1
REPORT OF CONDITION
BRANCH BANKING AND TRUST COMPANY
     At the close of business September 30, 2010, published in accordance with Federal regulatory authority instructions.
         
 
  Dollar Amounts
ASSETS
  in Thousands
Cash and balances due from depository institutions:
       
Noninterest-bearing balance and currency and coin (1)
    1,224,485  
Interest-bearing balances
    920,039  
Securities:
       
Held-to-maturity securities
    0  
Available-for-sale securities
    24,154,134  
Federal funds sold and securities purchased under agreements to resell:
       
Federal funds sold in domestic offices
    829,325  
Securities purchased under agreements to resell
    0  
Loans and lease financing receivables:
       
Loans and leases held for sale
    3,832,915  
Loans and leases, net of unearned income
    97,728,587  
LESS: Allowance for loan and lease losses
    2,390,136  
Loans and leases, net of unearned income and allowance
    95,338,451  
Trading assets
    1,019,930  
Premises and fixed assets (including capitalized leases)
    1,817,735  
Other real estate owned
    1,600,036  
Investments in unconsolidated subsidiaries and associated companies
    1,020,090  
Direct and indirect investments in real estate ventures
    0  
Intangible assets:
       
Goodwill
    5,793,117  
Other intangible assets
    1,197,651  
Other assets:
    12,797,540  
 
     
 
       
Total assets
    151,545,448  
 
     
 
(1)   Includes cash items in process of collection and unposted debits.

 


 

         
 
  Dollar Amounts
LIABILITIES
  in Thousands
Deposits:
       
In domestic offices
    101,111,395  
Noninterest-bearing
    20,647,105  
Interest-bearing
    80,464,290  
In foreign offices, Edge and Agreement subsidiaries, and IBFs:
    4,511,982  
Noninterest-bearing
    125,425  
Interest-bearing
    4,386,557  
Federal funds purchased and securities sold under agreements to repurchase:
       
Federal funds purchased in domestic offices
    28,140  
Securities sold under agreements to repurchase
    1,037,826  
Trading liabilities
    795,899  
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)
    17,158,999  
Not applicable
       
Not applicable
       
Subordinated notes and debentures
    1,533,716  
Other liabilities
    5,191,928  
 
     
 
       
Total liabilities
    131,369,885  
 
     
 
       
EQUITY CAPITAL
       
Perpetual preferred stock and related surplus
    0  
Common stock
    24,437  
Surplus (excludes all surplus related to preferred stock)
    13,281,821  
Not Available
       
Retained earnings
    4,245,330  
Accumulated other comprehensive income
    (335,737 )
Other equity capital components
    0  
Not available
       
Total bank equity capital
    17,215,851  
Noncontrolling (minority) interests in consolidated subsidiaries
    2,959,712  
 
     
Total equity capital
    20,175,563  
 
     
 
       
Total liabilities and equity capital
    151,545,448  
 
     

 


 

Exhibit 8 to Form T-1
(Intentionally Omitted. Not Applicable.)

 


 

Exhibit 9 to Form T-1
(Intentionally Omitted. Not Applicable.)