EX-25.1 6 d689009dex251.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)

 

 

UNION BANK, N. A.

(Exact name of Trustee as specified in its charter)

 

 

94-0304228

I.R.S. Employer Identification No.

 

120 South San Pedro Street, 4th Floor

Los Angeles, California

   90012
(Address of principal executive offices)   (Zip Code)

Stephen W. Boughton

Union Bank, N.A.

120 South San Pedro Street

Corporate Trust - 4th Floor

Los Angeles, CA 90012

(213) 972-5677

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

 

 

Mattel, Inc.

(Issuer with respect to the Securities)

 

 

 

(STATE OF DOMICILE)   (TAXPAYER ID)
Delaware   95-1567322

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

 

(ADDRESS)   (ZIP CODE)

333 Continental Boulevard

El Segundo, California

   90245-5012

 

 

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.

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.

Not Applicable.

In answering this item, the trustee has relied, in part, upon information furnished by the obligor and the underwriters, and the trustee disclaims responsibility for the accuracy or completeness of such information. The trustee has also examined its own books and records for the purpose of answering this item.

 

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 now in effect.*

 

  2. A copy of the certificate of authority of the Trustee to commence business.*

 

  3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*

 

  4. A copy of the existing By-Laws 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. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. Attached as Exhibit 7.

 

* Exhibits 1 through 4 are incorporated herein by reference to Form T-1 as presented in Exhibit 25.1 to registration statement on Form S-3 Registration No. 333-165578 filed with the SEC.

NOTE

The answers to this statement insofar as such answers relate to what persons have been underwriters for any securities of the obligors within three years prior to the date of filing this statement, or what persons are owners of 10% or more of the voting securities of the obligors, or affiliates, are based upon information furnished to the Trustee by the obligors. While the Trustee has no reason to doubt the accuracy of any such information, it cannot accept any responsibility therefor.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, Union Bank, N. A., 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 Los Angeles, State of California on the 7th day of March, 2014.

 

Union Bank, N.A.

By:  

/s/ STEPHEN W. BOUGHTON

 

Stephen W. Boughton

 

Vice President

 

2

EXHIBIT 6

CONSENT OF THE TRUSTEE

REQUIRED BY SECTION 321(b) OF THE ACT

March 7, 2014

Securities and Exchange Commission

Washington, D.C. 20549

Ladies and Gentlemen:

In connection with the qualification of an indenture for debt securities between Mattel, Inc. (the “Company”) and Union Bank, N.A. (the “Trustee”), the undersigned, in accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, hereby consents that reports of examinations of the undersigned by federal, state, territorial, or district authorities authorized to make such examinations may be furnished by such authorities to the Securities and Exchange Commission upon request therefore.

Sincerely,

Union Bank, N.A.

 

By:      

/s/ STEPHEN W. BOUGHTON

  Stephen W. Boughton
  Corporate Trust Vice President

 

3

EXHIBIT 7       
     Page 1   
CONSOLIDATED REPORT OF CONDITION OF   
Union Bank, N.A   

of Los Angeles in the State of California, at the close of business December 31, 2013 published in response to call made by the Comptroller of the Currency, under Title 12, United States Code, Section 161. Charter 21541

BALANCE SHEET

     Dollar Amounts
In Thousands		  

ASSETS

   

Cash and balances due from depository institutions:

   

Non-interest-bearing balances and currency and coin

    $ 1,898,531   

Interest-bearing balances

    $ 4,295,149   

Securities:

   

Held-to-maturity securities

    $ 6,508,803   

Available-for-sale securities

    $ 15,733,917   

Federal funds sold and securities purchased under agreements to resell:

   

Federal funds sold in domestic offices

    $ —     

Securities purchased under agreements to resell

    $ 10,701   

Loans and lease financing receivables:

   

Loans and leases held for sale

    $ 72,127   

Loans and leases, net of unearned income

    $ 67,717,948   

LESS: Allowance for loan and lease losses

    $ 556,568   

Loans and leases, net of unearned income and allowance

    $ 67,161,380   

Trading assets

    $ 851,425   

Premises and fixed assets

    $ 687,957   

Other real estate owned

    $ 64,644   

Investments in unconsolidated subsidiaries and associated companies

    $ 1,173,883   

Direct and indirect investments in real estate ventures

    $ —     

Intangible assets:

   

Goodwill

    $ 3,227,786   

Other intangible assets

    $ 289,980   

Other assets

    $ 3,310,187   
  

 

 

  

Total assets

    $ 105,286,470   
  

 

 

  

 

4

Exhibit 7

Page 2    

 

LIABILITIES

   

Deposits:

   

In domestic offices

    $ 79,621,533   

Noninterest-bearing

    $ 26,513,865   

Interest-bearing

    $ 53,107,668   

In foreign offices, Edge and Agreement subsidiaries, and IBFs

    $ 785,554   

Noninterest-bearing

    $ —     

Interest-bearing

    $ 785,554   

Federal funds purchased and securities sold under agreements to repurchase:

   

Federal funds purchased in domestic offices

    $ 30,500   

Securities sold under agreements to repurchase

    $ 8,234   

Trading liabilities

    $ 539,952   

Other borrowed money

    $ 6,839,503   

Subordinated notes and debentures

    $ 1,468,971   

Other liabilities

    $ 1,672,626   
  

 

 

  

Total liabilities

    $ 90,966,873   
  

 

 

  

EQUITY CAPITAL

   

Perpetual preferred stock and related surplus

    $ —     

Common stock

    $ 604,577   

Surplus

    $ 9,810,838   

Retained earnings

    $ 4,271,257   

Accumulated other comprehensive income

    $ (619,688 ) 

Other equity capital components

    $ —     
  

 

 

  

Total bank equity capital

    $ 14,066,984   

Noncontrolling (minority) interests in consolidated subsidiaries

    $ 252,613   

Total equity capital

    $ 14,319,597   
  

 

 

  

Total liabilities, minority interest, and equity capital

    $ 105,286,470   

 

5