EX-25.1 5 d913890dex251.htm EX-25.1 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  
Minneapolis, Minnesota   55402
(Address of principal executive offices)   (Zip Code)

R. Jason Fry

U.S. Bank National Association

40 Pearl Street, NW

Suite 838

Grand Rapids, MI 49503

(616) 459-3326

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

 

 

Whirlpool Corporation

(Issuer with respect to the Securities)

 

 

 

Delaware   38-1490038

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

2000 N. M-63

Benton Harbor, Michigan

  49022-2692
(Address of Principal Executive Offices)   (Zip Code)

 

 

Senior Debt Securities

(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, 2014 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 Grand Rapids, State of Michigan on the 24th of April, 2015.

 

By:

/s/ R. Jason Fry

R. Jason Fry
Vice President

 

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Exhibit 2

 

LOGO Office of the Comptroller of the Currency  
Washington, DC 20219

CERTIFICATE OF CORPORATE EXISTENCE

I, Thomas J. Curry, 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, January 21, 2015, 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.
LOGO LOGO

 

Comptroller of the Currency

 

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Exhibit 3

 

LOGO Office of the Comptroller of the Currency  
Washington, DC 20219

CERTIFICATION OK FIDUCIARY POWERS

I, Thomas J, Curry, 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, January 21, 2015, 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.
LOGO LOGO
Comptroller of the Currency

 

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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: April 24, 2015

 

By:

/s/ R. Jason Fry

R. Jason Fry
Vice President

 

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Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 12/31/2014

($000’s)

 

     12/31/2014  

Assets

  

Cash and Balances Due From Depository Institutions

   $ 10,622,022   

Securities

     100,557,832   

Federal Funds

     79,987   

Loans & Lease Financing Receivables

     247,427,720   

Fixed Assets

     4,246,071   

Intangible Assets

     13,078,376   

Other Assets

     22,967,351   
  

 

 

 

Total Assets

$ 398,978,359   

Liabilities

Deposits

$ 294,158,985   

Fed Funds

  1,722,932   

Treasury Demand Notes

  0   

Trading Liabilities

  734,026   

Other Borrowed Money

  45,457,856   

Acceptances

  0   

Subordinated Notes and Debentures

  3,650,000   

Other Liabilities

  11,857,789   
  

 

 

 

Total Liabilities

$ 357,581,588   

Equity

Common and Preferred Stock

  18,200   

Surplus

  14,266,400   

Undivided Profits

  26,256,268   

Minority Interest in Subsidiaries

  855,903   
  

 

 

 

Total Equity Capital

$ 41,396,771   

Total Liabilities and Equity Capital

$ 398,978,359   

 

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