EX-25.1 6 d193543dex251.htm EX-25.1 EX-25.1

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)

 

 

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)

Katherine Esber

U.S. Bank National Association

10 West Broad Street

Columbus, Ohio 43215

(614) 232-8019

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

 

 

M/I Homes, Inc.*

(Exact name of obligor as specified in its charter)

 

 

 

Ohio   31-1210837

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

 

4131 Worth Avenue, Suite 500, Columbus, Ohio   43219
(Address of principal executive offices)   (Zip Code)

(See table of co-obligors on the following page)

 

 

3.95% Senior Notes due 2030

and Guarantees of 3.95% Senior Notes due 2030

(Title of the indenture securities)

 

 

 

* See Table of Co-Obligors on following page

TABLE OF CO-OBLIGORS

The following direct and indirect wholly-owned subsidiaries of M/I Homes, Inc. are guarantors of M/I Homes, Inc.’s obligations under the 3.95% Senior Notes due 2030 and are co-obligors.

 

Exact name of co-obligor as specified in its charter*

    State or other
jurisdiction of
incorporation or
organization		    I.R.S. Employer
Identification Number
MHO Holdings, LLC    Florida    75-3087795
MHO, LLC    Florida    75-3087795
M/I Homes Development I, LLC    Delaware    31-1210837
M/I Homes First Indiana LLC    Indiana    31-1210837
M/I Homes of Alabama, LLC    Delaware    82-2704421
M/I Homes of Austin, LLC    Ohio    80-0739449
M/I Homes of Central Ohio, LLC    Ohio    36-4530649
M/I Homes of Charlotte, LLC    Delaware    73-1668983
M/I Homes of Chicago, LLC    Delaware    41-2240732
M/I Homes of Cincinnati, LLC    Ohio    37-1466139
M/I Homes of DC, LLC    Delaware    73-1668967
M/I Homes of Delaware, LLC    Delaware    32-0441087
M/I Homes of DFW, LLC    Delaware    46-3294033
M/I Homes of Florida, LLC    Florida    75-3087790
M/I Homes of Houston, LLC    Delaware    80-0569230
M/I Homes of Indiana, L.P.    Indiana    04-3661814
M/I Homes of Michigan, LLC    Delaware    82-3654896
M/I Homes of Minneapolis/St. Paul, LLC    Delaware    47-4772043
M/I Homes of Orlando, LLC    Florida    75-3087793
M/I Homes of Raleigh, LLC    Delaware    73-1668974
M/I Homes of San Antonio, LLC    Delaware    80-0687761
M/I Homes of Sarasota, LLC    Delaware    47-4842229
M/l Homes of Tampa, LLC    Florida    75-3087792
M/I Homes of West Palm Beach, LLC    Florida    75-3087794
M/I Homes Second Indiana LLC    Indiana    31-1210837
M/I Homes Service, LLC    Ohio    31-1626248
Northeast Office Venture, Limited Liability Company    Delaware    31-1444839
Prince Georges Utilities, LLC    Maryland    27-2403139
The Fields at Perry Hall, L.L.C.    Maryland    52-2293749
Wilson Farm, L.L.C.    Maryland    52-2009441

 

*

The address, including zip code, of each co-obligor’s principal executive offices is the same as that of M/I Homes, Inc.

 

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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 THE 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 June 30, 2021 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 305(b)(2), Registration Number 333-229783 filed on June 21, 2021.

 

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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 Columbus, Ohio on the 22nd day of September, 2021.

 

By:  

/s/ Katherine Esber

  Katherine Esber
  Vice President

 

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Exhibit 2

 

LOGO

Exhibit 2 Office of the Comptroller of the Currency Washington, DC 20219 CERTIFICATE OF CORPORATE EXISTENCE I, Michael J. Hsu, Acting Comptroller of the Currency, do hereby certify that: 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. “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, July 23, 2021, 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 Acting Comptroller of the Currency 2021-00903-

 

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Exhibit 3

 

LOGO

Exhibit 3 C Office of the Comptroller of the Currency Washington, DC 20219 CERTIFICATE OF FIDUCIARY POWERS I, Michael J. Hsu, Acting Comptroller of the Currency, do hereby certify that: 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. “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, July 23, 2021, 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. Acting Comptroller of the Currency 2021-00903-C

 

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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: September 22, 2021

 

By:  

/s/ Katherine Esber

  Katherine Esber
  Vice President

Exhibit 7

 

LOGO

Exhibit 7 U.S. Bank National Association Statement of Financial Condition As of 6/30/2021 ($000’s) 6/30/2021 Assets Cash and Balances Due From $ 44,435,957 Depository Institutions Securities 158,894,854 Federal Funds 2,376 Loans & Lease Financing Receivables 296,741,901 Fixed Assets 6,294,698 Intangible Assets 13,278,545 Other Assets 28,204,350 Total Assets $ 547,852,681 Liabilities Deposits $ 442,902,823 Fed Funds 1,412,092 Treasury Demand Notes 0 Trading Liabilities 1,119,485 Other Borrowed Money 31,883,676 Acceptances 0 Subordinated Notes and Debentures 3,600,000 Other Liabilities 14,222,155 Total Liabilities $ 495,140,231 Equity Common and Preferred Stock 18,200 Surplus 14,266,915 Undivided Profits 37,622,248 Minority Interest in Subsidiaries 805,087 Total Equity Capital $ 52,712,450 Total Liabilities and Equity Capital $ 547,852,681 8

 

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