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)
WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
| A National Banking Association | 94-1347393 | |
| (Jurisdiction of incorporation or organization if not a U.S. national bank) |
(I.R.S. Employer Identification No.) | |
| 101 North Phillips Avenue Sioux Falls, South Dakota |
57104 | |
| (Address of principal executive offices) | (Zip code) | |
Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)
RESOLUTE FOREST PRODUCTS INC.
(Exact name of obligor as specified in its charter)
| Delaware | 98-0526415 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 111 Duke Street, Suite 5000 Montréal, Québec Canada |
H3C 2M1 | |
| (Address of principal executive offices) | (Zip code) | |
5.875% Senior Notes due 2023
Subsidiary Guarantees of 5.875% Senior Notes due 2023
(Title of the indenture securities)
RESOLUTE FOREST PRODUCTS INC.
TABLE OF CO-REGISTRANTS(1)
| State of Incorporation /Formation |
IRS Employer Identification No. | |||||
| 1. Resolute FP US Inc. |
DE | 62-07218-03 | ||||
| 2. AbiBow Recycling LLC |
DE | 76-0569050 | ||||
| 3. Bowater Newsprint South LLC |
DE | 90-0411947 | ||||
| 4. Bowater Nuway Mid-States Inc. |
DE | 01-0548290 | ||||
| 5. Lake Superior Forest Products Inc. |
DE | 36-3369305 | ||||
| 6. Abitibi Consolidated Sales LLC |
DE | 13-1837144 | ||||
| 7. Donohue Corp. |
DE | 76-0569051 | ||||
| 8. Resolute FP Augusta LLC |
DE | 58-1460407 | ||||
| 9. Augusta Newsprint Holding LLC |
DE | 13-4178077 | ||||
| 10. Fibrek U.S. Inc. |
DE | 46-0491880 | ||||
| 11. Fibrek Recycling U.S. Inc. |
DE | 20-5524104 | ||||
| 12. GLPC Residual Management, LLC |
DE | N/A | ||||
| 13. FD Powerco LLC |
WV | N/A | ||||
| 14. Calhoun Newsprint Company |
DE | 57-0479711 | ||||
| (1) | The primary standard industrial classification code number for each Co-Registrant is 2621. The address and telephone number of the principal executive offices of each Co-Registrant is the same as those of Resolute Forest Products Inc. The address and telephone number of the agent for service of process of each Co-Registrant is Troutman Sanders LLP, 600 Peachtree Street NE, Suite 5200, Atlanta, Georgia 30308, (404) 885-3000. |
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
Treasury Department
Washington, D.C.
Federal Deposit Insurance Corporation
Washington, D.C.
Federal Reserve Bank of San Francisco
San Francisco, California 94120
| (b) | Whether it is authorized to exercise corporate trust powers. |
The trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.
None with respect to the trustee.
No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.
Item 15. Foreign Trustee. Not applicable.
Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.
| Exhibit 1. | A copy of the Articles of Association of the trustee now in effect.* | |
| Exhibit 2. | A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated June 27, 2012.** | |
| Exhibit 3. | A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated December 21, 2011.** | |
| Exhibit 4. | Copy of By-laws of the trustee as now in effect.*** | |
| Exhibit 5. | Not applicable. | |
| Exhibit 6. | The consent of the trustee required by Section 321(b) of the Act. | |
| Exhibit 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. | |
| Exhibit 8. | Not applicable. | |
| Exhibit 9. | Not applicable. | |
* Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of file number 333-130784.
** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-3 dated January 23, 2013 of file number 333-186155.
*** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of file number 333-125274.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo 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 to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Atlanta and State of Georgia on the 3rd day of March, 2014.
| WELLS FARGO BANK, NATIONAL ASSOCIATION |
| /s/ Stefan Victory |
| Stefan Victory Vice President |
EXHIBIT 6
March 3, 2014
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
| Very truly yours,
WELLS FARGO BANK, NATIONAL ASSOCIATION |
| /s/ Stefan Victory |
| Stefan Victory Vice President |
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