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)

Thomas Zrust

U.S. Bank National Association

1420 Fifth Avenue

Seattle, WA 98101

(206) 344-4687

(Name, address and telephone number of agent for service)

 

 

Expedia Group, Inc.

(Issuer with respect to the Securities)

 

 

 

Delaware		20-2705720
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

1111 Expedia Group Way W. Seattle Bellevue, WA		98119
(Address of Principal Executive Offices)		(Zip Code)

 

 

3.800% Senior Notes Due 2028

(Title of the Indenture Securities)

 

 

 

TABLE OF ADDITIONAL REGISTRANTS

 

Exact Name of Registrant as Specified in its Charter		State or Other Jurisdiction of Incorporation or Organization		I.R.S. Employer Identification No.
BedandBreakfast.com, Inc.		Colorado		45-0489609
CarRentals.com, Inc.		Nevada		35-2519390
Cruise, LLC		Washington		47-3225083
EAN.com, LP		Delaware		42-1612329
Egencia LLC		Nevada		02-0629848
Expedia Group Commerce, Inc.		Delaware		35-2650158
Expedia, Inc.		Washington		91-1996083
Expedia LX Partner Business, Inc.		Delaware		81-0854713
Higher Power Nutrition Common Holdings, LLC		Delaware		20-5112832
HomeAway Software, Inc.		Delaware		27-3481581
HomeAway.com, Inc.		Delaware		20-2208029
Hotels.com GP, LLC		Texas		75-2942059
Hotels.com, L.P.		Texas		75-2942061
Hotwire, Inc.		Delaware		74-2938016
HRN 99 Holdings, LLC		New York		13-4179783
Interactive Affiliate Network, LLC		Delaware		42-1612328
LEMS I LLC		Delaware		84-2926169
LEXE Marginco, LLC		Delaware		00-0000000
LEXEB, LLC		Delaware		00-0000000
Liberty Protein, Inc.		Delaware		26-1632511
Neat Group Corporation		Delaware		01-0774064
O Holdings Inc.		Delaware		61-1463518
Orbitz Financial Corp.		Delaware		26-2353363
Orbitz For Business, Inc.		Delaware		20-5280097
Orbitz, Inc.		Delaware		52-2237052
Orbitz, LLC		Delaware		36-4349713
Orbitz Travel Insurance Services, LLC		Delaware		30-0452979
Orbitz Worldwide, Inc.		Delaware		20-5337455
Orbitz Worldwide, LLC		Delaware		26-0331198
OWW Fulfillment Services, Inc.		Tennessee		62-1149420
Travelscape, LLC		Nevada		88-0392667
Trip Network, Inc.		Delaware		22-3768144
Vitalize, LLC		Delaware		20-5044297
VRBO Holdings, Inc.		Delaware		81-1215345
WWTE, Inc.		Nevada		20-3014378

 

1111 Expedia Group Way W. Seattle, Washington		98119
(Address of principal executive offices)		(Zip code)
3.25% Senior Notes Due 2030 (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 June 30, 2019 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 Seattle, State of Washington on the 14th of February, 2020.

 

 

4

Exhibit 2

 

 

5

Exhibit 3

 

 

6

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: February 14, 2020

 

 

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Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 12/31/2019

($000’s)

 

			12/31/2019
Assets
Cash and Balances Due From Depository Institutions		$	22,256,667
Securities			120,982,766
Federal Funds			881,341
Loans & Lease Financing Receivables			297,660,359
Fixed Assets			5,895,381
Intangible Assets			12,915,451
Other Assets			25,412,255
Total Assets		$	486,004,220
Liabilities
Deposits		$	374,303,872
Fed Funds			1,094,396
Treasury Demand Notes			0
Trading Liabilities			769,407
Other Borrowed Money			41,653,916
Acceptances			0
Subordinated Notes and Debentures			3,850,000
Other Liabilities			14,940,126
Total Liabilities		$	436,611,717
Equity
Common and Preferred Stock			18,200
Surplus			14,266,915
Undivided Profits			34,306,761
Minority Interest in Subsidiaries			800,627
Total Equity Capital		$	49,392,503
Total Liabilities and Equity Capital		$	486,004,220

 

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