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Document/Exhibit Description Pages Size
1: T-3/A Pre-Effective Amendment to Application for HTML 255K
Qualification of a Trust Indenture
17: EX-25.1 Statement re: Eligibility of Trustee HTML 51K
18: EX-99.1 Miscellaneous Exhibit HTML 67K
19: EX-99.2 Miscellaneous Exhibit HTML 95K
2: EX-99.T3A-18 Exhibit T3A-18 HTML 19K
3: EX-99.T3A-19 Exhibit T3A-19 HTML 90K
4: EX-99.T3A-59 Exhibit T3A-59 HTML 18K
5: EX-99.T3A-60 Exhibit T3A-60 HTML 20K
6: EX-99.T3A-61 Exhibit T3A-61 HTML 18K
7: EX-99.T3A-62 Exhibit T3A-62 HTML 18K
8: EX-99.T3A-63 Exhibit T3A-63 HTML 18K
9: EX-99.T3A-64 Exhibit T3A-64 HTML 162K
10: EX-99.T3A-65 Exhibit T3A-65 HTML 18K
11: EX-99.T3A-66 Exhibit T3A-66 HTML 203K
12: EX-99.T3B-10 Exhibit T3B-10 HTML 63K
13: EX-99.T3B-11 Exhibit T3B-11 HTML 53K
14: EX-99.T3B-12 Exhibit T3B-12 HTML 54K
15: EX-99.T3C Exhibit T3C HTML 497K
16: EX-99.T3E-2 Exhibit T3E-2 HTML 350K
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) ¨
THE BANK OF NEW YORK MELLON
(Exact name of trustee as specified in its charter)
| New York | 13-5160382 | |
| (Jurisdiction of incorporation | (I.R.S. employer | |
| if not a U.S. national bank) | identification no.) | |
| 225 Liberty Street, New York, N.Y. | 10286 | |
| (Address of principal executive offices) | (Zip code) |
CHC Group
LLC(1)
(Exact name of obligor as specified in its charter)
| Cayman Islands | [98-0587405] |
| (State or other jurisdiction of | (I.R.S. employer |
| incorporation or organization) | identification no.) |
| 27 Hospital Road George Town | |
| KY1-9008 Cayman Islands | (Zip code) |
| (Address of principal executive offices) |
(1) See following table of additional obligors. Address for all additional obligors is 27 Hospital Road, George Town, KY1-9008, Cayman Islands.
5% Senior Notes due 2024
(Title of the indenture securities)
Table of Additional Obligors
| Name | Form of Organization | Jurisdiction | ||
| 38286 Bermuda Ltd | Limited company | Bermuda | ||
| 6922767 Holding S.à r.l. | Limited liability company | Luxembourg | ||
| Capital Aviation Services B.V. | Limited liability company | Netherlands | ||
| CHC Asset Holding Cayman Ltd. | Exempted company | Cayman Islands | ||
| CHC Cayman ABL Parent Ltd. | Exempted company | Cayman Islands | ||
| CHC Cayman Investments I Ltd. | Exempted company | Cayman Islands | ||
| CHC Den Helder B.V. | Limited liability company | Netherlands | ||
| CHC Finance Ltd. | Exempted company | Cayman Islands | ||
| CHC Global Operations (2008) ULC | Unlimited liability company | Canada | ||
| CHC Global Operations Canada (2008) ULC | Unlimited liability company | Canada | ||
| CHC Global Operations International ULC | Unlimited liability company | Canada | ||
| CHC Helicopter (1) S.à r.l. | Limited liability company | Luxembourg | ||
| CHC Helicopter (2) S.à r.l. | Limited liability company | Luxembourg | ||
| CHC Helicopter (3) S.à r.l. | Limited liability company | Luxembourg | ||
| CHC Helicopter (4) S.à r.l. | Limited liability company | Luxembourg | ||
| CHC Helicopter (5) S.à r.l. | Limited liability company | Luxembourg | ||
| CHC Helicopter Australia Pty Ltd | Limited company | Australia | ||
| CHC Helicopter Holding (Cayman) Ltd. | Limited company | Cayman Islands |
| - 2 - |
| CHC Helicopter Holding S.à r.l. | Limited liability company | Luxembourg | ||
| CHC Helicopter S.A. | Limited company | Luxembourg | ||
| CHC Helicopters (Barbados) Limited | Limited liability company | Barbados | ||
| CHC Helicopters (Barbados) SRL | Limited liability company | Barbados | ||
| CHC Holding (UK) Limited | Limited liability company | Scotland | ||
| CHC Holding NL B.V. | Limited liability company | Netherlands | ||
| CHC Hoofddorp B.V. | Limited liability company | Netherlands | ||
| CHC Intermediate Holding LLC | Limited liability company | Cayman Islands | ||
| CHC Leasing (Ireland) Designated Activity Company | Limited liability company | Ireland | ||
| CHC Netherlands B.V. | Limited liability company | Netherlands | ||
| CHC Norway Acquisition Co AS | Limited liability company | Norway | ||
| Heli-One (Netherlands) B.V. | Limited liability company | Netherlands | ||
| Heli-One (Norway) AS | Limited liability company | Norway | ||
| Heli-One (U.S.) Inc. | Corporation | Texas | ||
| Heli-One (UK) Limited | Limited liability company | England & Wales | ||
| Heli-One American Support, LLC | Limited liability company | United States | ||
| Heli-One Canada ULC | Unlimited liability company | Canada | ||
| Heli-One Holdings (UK) Limited | Limited liability company | England and Wales | ||
| Heli-One Leasing (Norway) AS | Limited liability company | Norway | ||
| Heli-One Leasing ULC | Unlimited liability company | Canada | ||
| Heli-One (Poland) Sp. Z.o.o. | Limited liability company | Poland | ||
| Heli-One USA Inc. | Corporation | Texas | ||
| Heliworld Leasing Limited | Limited liability company | England and Wales |
| - 3 - |
| Integra Leasing AS | Limited liability company | Norway | ||
| Lloyd Bass Strait Helicopters Pty Ltd | Limited company | Australia | ||
| Lloyd Helicopter Services Limited | Limited liability company | Scotland | ||
| Lloyd Helicopter Services Pty Ltd | Limited company | Australia | ||
| Lloyd Helicopters International Pty Ltd | Limited company | Australia | ||
| Lloyd Helicopters Pty Ltd | Limited company | Australia | ||
| Management Aviation Limited | Limited company | England and Wales |
| - 4 - |
| 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 | |
| Superintendent of the Department of Financial Services of the State of New York | One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223 | |
| Federal Reserve Bank of New York | 33 Liberty Street, New York, N.Y. 10045 | |
| Federal Deposit Insurance Corporation | 550 17th Street, NW Washington, D.C. 20429 | |
| The Clearing House Association L.L.C. | 100 Broad Street New York, N.Y. 10004 |
| (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.
| 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 Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735). |
| 4. | A copy of the existing By-laws of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-207042). |
| - 5 - |
| 6. | The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-188382). |
| 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. |
| - 6 - |
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 24th day of February, 2017.
| THE BANK OF NEW YORK MELLON | ||
| By: | /s/James Briggs | |
| Name: JAMES BRIGGS | ||
| Title: VICE PRESIDENT | ||
| - 7 - |
| This ‘T-3/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/24/17 | None on these Dates | ||
| List all Filings | ||||