EX-25.1 6 exhibit251t-1statementofel.htm EXHIBIT 25.1 T-1 STATEMENT OF ELIGIBILITY Exhibit



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)
 
_________________________
Keurig Dr Pepper Inc.
(Exact name of obligor as specified in its charter)
Delaware
 
98-0517725
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
 
 
 
53 South Avenue
Burlington, Massachusetts 01803
(Address, Including Zip Code, of Principal Executive Offices)
_________________________
3.551 % Senior Notes due 2021
4.057 % Senior Notes due 2023
4.417% Senior Notes due 2025
4.597% Senior Notes due 2028
4.985% Senior Notes due 2038
5.085% Senior Notes due 2048
(Title of the indenture securities)
_________________________





Table of Additional Obligors

The following are obligors that guarantee the indenture securities:
Exact Name of Obligor as Specified in its Charter
 
State or Other Jurisdiction of Incorporation or Organization
 
I.R.S. Employer Identification No.
234DP Aviation, LLC(1)
 
Delaware
 
27-1028433
A & W Concentrate Company(1)
 
Delaware
 
22-2483659
Americas Beverages Management GP(1)
 
Nevada
 
74-3218345
Bai Brands LLC(1)
 
New Jersey
 
27-1311310
Beverages Delaware Inc.(1)
 
Delaware
 
51-0345374
DP Beverages Inc.(1)
 
Delaware
 
04-2492250
DPS Americas Beverages, LLC(1)
 
Delaware
 
N/A
DPS Beverages, Inc.(1)
 
Delaware
 
55-0883062
DPS Holdings Inc.(1)
 
Delaware
 
06-1074905
Dr Pepper/Seven-Up Beverage Sales Company(1)
 
Texas
 
75-1554102
Dr Pepper/Seven Up Manufacturing Company(2)
 
Delaware
 
74-2690781
Dr Pepper/Seven Up, Inc.(1)
 
Delaware
 
75-2233365
Mott’s Delaware LLC(1)
 
Delaware
 
26-2092489
Mott’s LLP(1)
 
Delaware
 
90-0237006
MSSI LLC(1)
 
Delaware
 
77-0667192
Nantucket Allserve, LLC(1)
 
Delaware
 
04-3093808
Snapple Beverage Corp.(1)
 
Delaware
 
04-3149065
Splash Transport, Inc.(3)
 
Delaware
 
26-2366378
The American Bottling Company(1)
 
Delaware
 
36-4223626

(1)
Obligor’s address is 5301 Legacy Dr., Plano, TX 75024. Telephone: 972-673-7000.
(2)
Obligor’s address is 8900 Page Ave., St. Louis, MO 63114. Telephone: 314-426-8200.
(3)
Obligor’s address is 5430 West 81st St., Indianapolis, IN 46268. Telephone: 866-573-3774.










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 January 14, 2015.*
 
 
 
 
Exhibit 3.
A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated January 6, 2014.*
 
 
 
 
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 Trust Indenture Act of 1939, as amended.
 
 
 
 
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 herein by reference to the exhibit of the same number to the Trustee’s Form T-1 dated March 13, 2015 filed with the Securities and Exchange Commission on March 13, 2015 pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939, as amended, with respect to file number 333-190926.






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 Fort Worth and State of Texas on the 18th day of April, 2019.






 
 
 
WELLS FARGO BANK, NATIONAL ASSOCIATION
 
 
 
/s/ John C. Stohlmann
 
 
 
John C. Stohlmann
 
 
 
Vice President







EXHIBIT 6




April 18, 2019



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 thereof.






 
 
 
Very truly yours,
 
 
 
 
 
 
 
WELLS FARGO BANK, NATIONAL ASSOCIATION
 
 
 
/s/ John C. Stohlmann
 
 
 
John C. Stohlmann
 
 
 
Vice President







Exhibit VII

Consolidated Report of Condition of

Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business December 31, 2018, filed in accordance with 12 U.S.C. §161 for National Banks.

 
 
 
 
Dollar Amounts
In Millions

ASSETS
 
 
 
 
Cash and balances due from depository institutions:
 
 
 
$
22,427

Noninterest-bearing balances and currency and coin
 
 
 
149,483

Interest-bearing balances
 
 
 
 
Securities:
 
 
 
 
Held-to-maturity securities
 
 
 
144,679

Available-for-sale securities
 
 
 
255,037

Equity securities with readily determinable fair value not held for trading
 
 
 
79

Federal funds sold and securities purchased under agreements to resell:
 
 
 
 
Federal funds sold in domestic offices
 
 
 
114

Securities purchased under agreements to resell
 
 
 
41,906

Loans and lease financing receivables:
 
 
 
 
Loans and leases held for sale
 
 
 
7,833

Loans and leases, net of unearned revenue
 
923,885

 
 
LESS: Allowance for loan and lease losses
 
9,504

 
 
Loans and leases, net of unearned income and allowance
 
 
 
914,381

Trading assets
 
 
 
40,722

Premises and fixed assets (including capitalized leases)
 
 
 
7,982

Other real estate owned
 
 
 
457

Investments in unconsolidated subsidiaries and associated companies
 
 
 
12,863

Direct and indirect investments in real estate ventures
 
 
 
229

Intangible assets
 
 
 
39,280

Other assets
 
 
 
51,879

 
 
 
 
 
Total assets
 
 
 
1,689,351

 
 
 
 
 
LIABILITIES
 
 
 
 
Deposits:
 
 
 
 
In domestic offices
 
 
 
$
1,282,404

Noninterest-bearing
 
399,731

 
 
Interest-bearing
 
882,673

 
 
In foreign offices, Edge and Agreement subsidiaries, and IBFs
 
 
 
59,567

Noninterest-bearing
 
1,084

 
 
Interest-bearing
 
58,483

 
 
Federal funds purchased and securities sold under agreements to repurchase:
 
 
 
 
Federal funds purchased in domestic offices
 
 
 
6,516

Securities sold under agreements to repurchase
 
 
 
5,959






 
 
 
 
Dollar amounts
In Millions

Trading liabilities
 
 
 
11,537

Other borrowed money
 
 
 
 
(includes mortgage indebtedness and obligations under capitalized leases)
 
 
 
115,522

Subordinated notes and debentures
 
 
 
11,751

Other liabilities
 
 
 
30,852

 
 
 
 
 
Total liabilities
 
 
 
$
1,524,108

 
 
 
 
 
EQUITY CAPITAL
 
 
 
 
Perpetual preferred stock and related surplus
 
 
 

Common stock
 
 
 
519

Surplus (exclude all surplus related to preferred stock)
 
 
 
114,541

Retained earnings
 
 
 
53,527

Accumulated other comprehensive income
 
 
 
(3,686
)
Other equity capital components
 
 
 

 
 
 
 
 
Total bank equity capital
 
 
 
164,901

Noncontrolling (minority) interests in consolidated subsidiaries
 
 
 
342

 
 
 
 
 
Total equity capital
 
 
 
165,243

 
 
 
 
 
Total liabilities, and equity capital
 
 
 
$
1,689,351



I, John R. Shrewsberry, Sr. EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.


 
 
 
 
John R. Shrewsberry
 
 
 
 
Sr. EVP & CFO



We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.



 
Directors
 
 
 
James Quigley
 
 
 
 
Theodore F. Craver, Jr.
 
 
 
 
Karen B. Peetz