EX-25.1 7 exhibit251formt-1.htm EXHIBIT 25.1 Exhibit

Exhibit 25.1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1


7545626_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)           |__|
___________________________
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
(Jurisdiction of incorporation
if not a U.S. national bank)
95-3571558
(I.R.S. employer
identification no.)
400 South Hope Street
Suite 500
Los Angeles, California
(Address of principal executive offices)
90071
(Zip code)

___________________________
CALLAWAY GOLF COMPANY
(Exact name of obligor as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
95-3797580
(I.R.S. employer
identification no.)
2180 Rutherford Road
Carlsbad, California
(Address of principal executive offices)
92008
(Zip code)
___________________________

Debt Securities
(Title of the indenture securities)
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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.
Name
Address
Comptroller of the Currency
United States Department of the Treasury

Washington, DC 20219
Federal Reserve Bank
San Francisco, CA 94105
Federal Deposit Insurance Corporation
Washington, DC 20429
(b)
Whether it is authorized to exercise corporate trust powers.
Yes.
2.
Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
16.
List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a‑29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).
1.
A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).
2.
A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).
3.
A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).
4.
A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-162713).
6.
The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).
7.
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

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SIGNATURE
Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a 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 Los Angeles, and State of California, on the 2nd day of August, 2018.
 
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
 
 
 
 
By:
/S/ Karen Yu
 
 
Name: Karen Yu
Title: Vice President

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EXHIBIT 7

Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 400 South Hope Street, Suite 500, Los Angeles, CA 90071

At the close of business March 31, 2018, published in accordance with Federal regulatory authority instructions.
            
 
Dollar Amounts
 
in thousands
ASSETS
 
 
Cash and balances due from depository institutions:
 
 
Noninterest-bearing balances and currency and coin
 
3,649

Interest-bearing balances
 
432,247

Securities:
 
 
Held-to-maturity securities
 

Available-for-sale securities
 
593,024

Equity securities with readily determinable fair values not held for trading
 

Federal funds sold and securities purchased under agreements to resell:
 
 
Federal funds sold
 

Securities purchased under agreements to resell
 

Loans and lease financing receivables:
 
 
Loans and leases held for sale
 

Loans and leases, held for investment
 

LESS: Allowance for loan and lease losses
 

Loans and leases held for investment, net of allowance
 

Trading Assets
 

Premises and fixed assets (including capitalized leases)
 
10,325

Other real estate owned
 

Investments in unconsolidated subsidiaries and associated companies
 

Direct and indirect investments in real estate ventures
 

Intangible assets:
 
 
Goodwill
 
856,313

Other intangible assets
 
17,729

Other assets
 
123,432

Total assets
 
2,036,719

 
 
 
LIABILITIES
 
 
Deposits:
 
 
In domestic offices
 
731

Noninterest-bearing
 
731

Interest-bearing
 

Federal funds purchased and securities sold under agreements to repurchase:
 
 
Federal funds purchased
 

Securities sold under agreement to repurchase
 


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Trading Liabilities
 

Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)
 

Not applicable
 

Not applicable
 

Subordinated notes and debentures
 

Other liabilities
 
226,421

Total liabilities
 
227,152

 
 
 
EQUITY CAPITAL
 
 
Perpetual preferred stock and related surplus
 

Common stock
 
1,000

Surplus (exclude all surplus related to preferred stock)
 
1,123,298

Not Available
 
 
Retained earnings
 
687,782

Accumulated other comprehensive income
 
(2,513
)
Other equity capital components
 

Not Available
 
 
Total bank equity capital
 
1,809,567

Noncontrolling (minority) interests in consolidated
 

Total equity capital
 
1,809,567

Total liabilities and equity capital
 
2,036,719


I, Matthew J. McNulty, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

Matthew J. McNulty     )    CFO


We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date 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.

Antonio I. Portuondo, President        )
William D. Lindelof, Director        )    Directors (Trustees)
Alphonse J. Briand, Director        )                                


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