EX-25.1 6 dex251.htm STATEMENT OF ELIGIBILITY STATEMENT OF ELIGIBILITY

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

 

 

¨ 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
if not a U.S. national bank)		   (I.R.S. Employer Identification Number)

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

incorporation or organization)

  

(I.R.S. Employer Identification Number)

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

CC Products, Inc.

   Delaware   48-1244929

Ceibena Del, Inc.

   Delaware   36-4165547

Event 1, Inc.

   Kansas   48-1197012

GearCo, Inc.

   Delaware   20-5919553

GFSI Holdings, Inc.

   Delaware   74-2810744

GFSI, Inc.

   Delaware   74-2810748

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

(Exact name of co-obligor as specified in
its charter)

   (State or other jurisdiction of incorporation or
organization)		   (I.R.S Employer Identification
Number)

c/o Hanesbrands Inc.

1000 East Hanes Mill Road

Winston-Salem, North Carolina 27105

(Address of principal executive offices) (Zip Code)

 

 

Debt Securities

Guarantees of 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 29th day of July 2011.

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 20th day of
December, 2010.		   
  

/s/ Joseph A. Smith, Jr.

   
   Joseph A. Smith, Jr.   
   Commissioner of Banks   

Expires December 31, 2011

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 issuance of the Debt Securities of Hanesbrands Inc. and Guarantees of Debt Securities, 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

July 29, 2011   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 March 31, 2011, published in accordance with Federal regulatory authority instructions.

 

     Dollar Amounts in
Thousands		  

ASSETS

   

Cash and balances due from depository institutions:

   

Noninterest-bearing balance and currency and coin (1)

      1,020,757   

Interest-bearing balances

      852,041   

Securities:

   

Held-to-maturity securities

      8,269,453   

Available-for-sale securities

      17,584,502   

Federal funds sold and securities purchased under agreements to resell:

   

Federal funds sold in domestic offices

      825,165   

Securities purchased under agreements to resell

      0   

Loans and lease financing receivables:

   

Loans and leases held for sale

      2,311,378   

Loans and leases, net of unearned income

      97,893,535   

LESS: Allowance for loan and lease losses

      2,427,003   

Loans and leases, net of unearned income and allowance

      95,466,532   

Trading assets

      698,821   

Premises and fixed assets (including capitalized leases)

      1,812,423   

Other real estate owned

      1,587,033   

Investments in unconsolidated subsidiaries and associated companies

      1,100,770   

Direct and indirect investments in real estate ventures

      2,321   

Intangible assets:

   

Goodwill

      5,795,083   

Other intangible assets

      1,499,400   

Other assets:

      12,168,160   
        

Total assets

      150,993,839   
        

 

(1) Includes cash items in process of collection and unposted debits.

     Dollar Amounts
in Thousands		  

LIABILITIES

   

Deposits:

   

In domestic offices

      104,986,154   

Noninterest-bearing

      21,884,179   

Interest-bearing

      83,101,975   

In foreign offices, Edge and Agreement subsidiaries, and IBFs:

      1,278,353   

Noninterest-bearing

      269,961   

Interest-bearing

      1,008,392   

Federal funds purchased and securities sold under agreements to repurchase:

   

Federal funds purchased in domestic offices

      31,232   

Securities sold under agreements to repurchase

      916,689   

Trading liabilities

      500,433   

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

      16,662,892   

Not applicable

   

Not applicable

   

Subordinated notes and debentures

      1,526,877   

Other liabilities

      4,658,418   
        

Total liabilities

      130,561,048   
        

EQUITY CAPITAL

   

Perpetual preferred stock and related surplus

      0   

Common stock

      24,437   

Surplus (excludes all surplus related to preferred stock)

      13,560,966   

Not Available

   

Retained earnings

      4,593,200   

Accumulated other comprehensive income

      (701,563 ) 

Other equity capital components

      0   

Not available

   

Total bank equity capital

      17,477,040   

Noncontrolling (minority) interests in consolidated subsidiaries

      2,955,751   
        

Total equity capital

      20,432,791   
        

Total liabilities and equity capital

      150,993,839   
        

Exhibit 8 to Form T-1

(Intentionally Omitted. Not Applicable.)

Exhibit 9 to Form T-1

(Intentionally Omitted. Not Applicable.)