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Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 736K
Business-Combination Transaction
2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 15K
7: EX-3.10 Articles of Incorporation/Organization or Bylaws HTML 33K
8: EX-3.11 Articles of Incorporation/Organization or Bylaws HTML 17K
9: EX-3.12 Articles of Incorporation/Organization or Bylaws HTML 32K
10: EX-3.13 Articles of Incorporation/Organization or Bylaws HTML 60K
11: EX-3.15 Articles of Incorporation/Organization or Bylaws HTML 17K
12: EX-3.16 Articles of Incorporation/Organization or Bylaws HTML 24K
13: EX-3.17 Articles of Incorporation/Organization or Bylaws HTML 17K
14: EX-3.18 Articles of Incorporation/Organization or Bylaws HTML 35K
15: EX-3.19 Articles of Incorporation/Organization or Bylaws HTML 22K
16: EX-3.20 Articles of Incorporation/Organization or Bylaws HTML 124K
17: EX-3.21 Articles of Incorporation/Organization or Bylaws HTML 37K
18: EX-3.23 Articles of Incorporation/Organization or Bylaws HTML 41K
19: EX-3.24 Articles of Incorporation/Organization or Bylaws HTML 80K
20: EX-3.25 Articles of Incorporation/Organization or Bylaws HTML 30K
21: EX-3.27 Articles of Incorporation/Organization or Bylaws HTML 23K
22: EX-3.28 Articles of Incorporation/Organization or Bylaws HTML 36K
23: EX-3.29 Articles of Incorporation/Organization or Bylaws HTML 28K
24: EX-3.30 Articles of Incorporation/Organization or Bylaws HTML 38K
25: EX-3.31 Articles of Incorporation/Organization or Bylaws HTML 93K
26: EX-3.32 Articles of Incorporation/Organization or Bylaws HTML 48K
27: EX-3.33 Articles of Incorporation/Organization or Bylaws HTML 51K
28: EX-3.35 Articles of Incorporation/Organization or Bylaws HTML 88K
29: EX-3.36 Articles of Incorporation/Organization or Bylaws HTML 71K
3: EX-3.5 Articles of Incorporation/Organization or Bylaws HTML 21K
4: EX-3.7 Articles of Incorporation/Organization or Bylaws HTML 17K
5: EX-3.8 Articles of Incorporation/Organization or Bylaws HTML 32K
6: EX-3.9 Articles of Incorporation/Organization or Bylaws HTML 17K
30: EX-5.1 Opinion of Counsel re: Legality HTML 31K
31: EX-5.2 Opinion of Counsel re: Legality HTML 34K
32: EX-5.3 Opinion of Counsel re: Legality HTML 30K
33: EX-5.4 Opinion of Counsel re: Legality HTML 26K
34: EX-23.1 Consent of Experts or Counsel HTML 15K
35: EX-25.1 Statement re: Eligibility of Trustee -- Form T-1 HTML 41K
or T-2
36: EX-99.1 Miscellaneous Exhibit HTML 109K
| EX-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 |
55402 | |
| (Address of principal executive offices) | (Zip Code) |
U.S. Bank National Association
333 Commerce Street, Suite 800
(615) 251-0733
(Name, address and telephone number of agent for service)
CLEAR CHANNEL WORLDWIDE HOLDINGS, INC.
(Issuer with respect to the Securities)
| Nevada | 20-2232023 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| 4830 North Loop 1604W, Suite 111 |
78249 | |
| (Address of Principal Executive Offices) | (Zip Code) |
9.25% Senior Notes due 2024
(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 December 31, 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. |
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 Nashville, State of Tennessee on the 18th of February, 2020.
| By: | /s/ Wally Jones | |
| Vice President |
3
Exhibit 2
|
Office of the Comptroller of the Currency | |
| Washington, DC 20219 |
CERTIFICATE OF CORPORATE EXISTENCE
I, Joseph Otting, Comptroller of the Currency, do hereby certify that:
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.
2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this certificate.
|
|
IN TESTIMONY WHEREOF, today, December 10, 2019, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia | |
|
Comptroller of the Currency |
4
Exhibit 3
|
|
Office of the Comptroller of the Currency | |
| Washington, DC 20219 |
CERTIFICATE OF FIDUCIARY POWERS
I, Joseph Otting, Comptroller of the Currency, do hereby certify that:
1. The Office of the Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.
2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat. 668, 12 USC 92a, and that the authority so granted remains in full force and effect on the date of this certificate.
|
|
IN TESTIMONY WHEREOF, today, December 10, 2019, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia. | |
|
Comptroller of the Currency |
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: February 18, 2020
| By: |
/s/ Wally Jones | |
| Vice President |
6
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 | ||
7
| This ‘S-4’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/28/20 | 4 | ||
| 2/18/20 | ||||
| 12/31/19 | 10-K, 4 | |||
| 12/10/19 | ||||
| 11/5/14 | ||||
| 11/15/05 | 4 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/06/20 SEC UPLOAD¶ 5/05/20 2:53K Ccoi Holdco Parent II, LLC |
