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Title of each class of securities to be registered (1)
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Amount to be registered
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Proposed maximum offering price per share
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Proposed maximum aggregate offering price
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Amount of registration fee
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Senior Debt Securities
Subordinated Debt Securities
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(2)
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(2)
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(2)
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(2) (3)
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(1)
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This Registration Statement registers an indeterminate amount of Senior Debt Securities and Subordinated Debt Securities to be offered at indeterminate prices. This Registration Statement also covers (i) contracts which may be issued by the Registrant in connection with the issuance of Senior Debt Securities or Subordinated Debt Securities, including contracts for the delayed delivery of such securities, and (ii) such indeterminate amount of Senior Debt Securities or Subordinated Debt Securities that may be remarketed under a remarketing arrangement. No additional consideration will be received by the registrant for any such contracts or remarketed securities.
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(2)
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As permitted pursuant to General Instruction II.E. of Form S-3, this information is omitted because this registration statement registers securities pursuant to General Instruction I.D. of Form S-3 and the registrant is electing to pay the registration fee on a deferred basis.
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(3)
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In accordance with Rules 456(b) and 457(r), the registrant is deferring payment of the registration fee.
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•
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Intense competition in the markets in which TDS operates could adversely affect TDS' revenues or increase its costs to compete.
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•
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A failure by TDS to successfully execute its business strategy (including planned acquisitions, spectrum acquisitions, fiber builds, divestitures and exchanges) or allocate resources or capital effectively could have an adverse effect on TDS' business, financial condition or results of operations.
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•
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Uncertainty in TDS’ future cash flow and liquidity or the inability to access capital, deterioration in the capital markets, other changes in TDS’ performance or market conditions, changes in TDS’ credit ratings or other factors could limit or restrict the availability of financing on terms and prices acceptable to TDS, which could require TDS to reduce its construction, development or acquisition programs, reduce the amount of spectrum licenses acquired, and/or reduce or cease share repurchases and/or the payment of dividends.
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•
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TDS has a significant amount of indebtedness which could adversely affect its financial performance and in turn adversely affect its ability to make payments on its indebtedness, comply with terms of debt covenants and incur additional debt.
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•
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Changes in roaming practices or other factors could cause TDS' roaming revenues to decline from current levels, roaming expenses to increase from current levels and/or impact TDS' ability to service its customers in geographic areas where TDS does not have its own network, which could have an adverse effect on TDS' business, financial condition or results of operations.
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•
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A failure by TDS to obtain access to adequate radio spectrum to meet current or anticipated future needs and/or to accurately predict future needs for radio spectrum could have an adverse effect on TDS' business, financial condition or results of operations.
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•
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To the extent conducted by the Federal Communications Commission (“FCC”), TDS may participate in FCC auctions for additional spectrum or for funding in certain Universal Service programs in the future directly or indirectly and, during certain periods, will be subject to the FCC’s anti-collusion rules, which could have an adverse effect on TDS.
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•
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Failure by TDS to timely or fully comply with any existing applicable legislative and/or regulatory requirements or changes thereto could adversely affect TDS' business, financial condition or results of operations.
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•
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An inability to attract people of outstanding talent throughout all levels of the organization, to develop their potential through education and assignments, and to retain them by keeping them engaged, challenged and properly rewarded could have an adverse effect on TDS' business, financial condition or results of operations.
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•
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TDS’ assets and revenue are concentrated primarily in the U.S. telecommunications industry. Consequently, its operating results may fluctuate based on factors related primarily to conditions in this industry.
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•
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TDS’ smaller scale relative to larger competitors that may have greater financial and other resources than TDS could cause TDS to be unable to compete successfully, which could adversely affect its business, financial condition or results of operations.
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•
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Changes in various business factors, including changes in demand, customer preferences and perceptions, price competition, churn from customer switching activity and other factors, could have an adverse effect on TDS’ business, financial condition or results of operations.
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•
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Advances or changes in technology could render certain technologies used by TDS obsolete, could put TDS at a competitive disadvantage, could reduce TDS’ revenues or could increase its costs of doing business.
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•
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Complexities associated with deploying new technologies present substantial risk and TDS’ investments in unproven technologies may not produce the benefits that TDS expects.
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•
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TDS receives regulatory support and is subject to numerous surcharges and fees from federal, state and local governments, and the applicability and the amount of the support and fees are subject to great uncertainty, which could have an adverse effect on TDS’ business, financial condition or results of operations.
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•
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Performance under device purchase agreements could have a material adverse impact on TDS' business, financial condition or results of operations.
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•
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Changes in TDS’ enterprise value, changes in the market supply or demand for wireless licenses, wireline or cable markets or IT service providers, adverse developments in the businesses or the industries in which TDS is involved and/or other factors could require TDS to recognize impairments in the carrying value of its licenses, goodwill, franchise rights and/or physical assets or require re-evaluation of the indefinite-lived nature of such assets.
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•
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Costs, integration problems or other factors associated with acquisitions, divestitures or exchanges of properties or licenses and/or expansion of TDS’ businesses could have an adverse effect on TDS’ business, financial condition or results of operations.
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•
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A failure by TDS to complete significant network construction and systems implementation activities as part of its plans to improve the quality, coverage, capabilities and capacity of its network, support and other systems and infrastructure could have an adverse effect on its operations.
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•
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Difficulties involving third parties with which TDS does business, including changes in TDS’ relationships with or financial or operational difficulties of key suppliers or independent agents and third party national retailers who market TDS’ services, could adversely affect TDS’ business, financial condition or results of operations.
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•
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TDS has significant investments in entities that it does not control. Losses in the value of such investments could have an adverse effect on TDS’ financial condition or results of operations.
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•
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A failure by TDS to maintain flexible and capable telecommunication networks or information technology, or a material disruption thereof, could have an adverse effect on TDS’ business, financial condition or results of operations.
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•
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TDS has experienced and, in the future, expects to experience cyber-attacks or other breaches of network or information technology security of varying degrees on a regular basis, which could have an adverse effect on TDS' business, financial condition or results of operations.
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•
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Changes in facts or circumstances, including new or additional information, could require TDS to record adjustments to amounts reflected in the financial statements, which could have an adverse effect on TDS’ business, financial condition or results of operations.
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•
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Disruption in credit or other financial markets, a deterioration of U.S. or global economic conditions or other events could, among other things, impede TDS’ access to or increase the cost of financing its operating and investment activities and/or result in reduced revenues and lower operating income and cash flows, which would have an adverse effect on TDS’ business, financial condition or results of operations.
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•
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Settlements, judgments, restraints on its current or future manner of doing business and/or legal costs resulting from pending and future litigation could have an adverse effect on TDS’ business, financial condition or results of operations.
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•
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The possible development of adverse precedent in litigation or conclusions in professional studies to the effect that radio frequency emissions from wireless devices and/or cell sites cause harmful health consequences, including cancer or tumors, or may interfere with various electronic medical devices such as pacemakers, could have an adverse effect on TDS’ wireless business, financial condition or results of operations.
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•
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Claims of infringement of intellectual property and proprietary rights of others, primarily involving patent infringement claims, could prevent TDS from using necessary technology to provide products or services or subject TDS to expensive intellectual property litigation or monetary penalties, which could have an adverse effect on TDS’ business, financial condition or results of operations.
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•
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Certain matters, such as control by the TDS Voting Trust and provisions in the TDS Restated Certificate of Incorporation, may serve to discourage or make more difficult a change in control of TDS or have other consequences.
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•
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The market price of TDS’ Common Shares is subject to fluctuations due to a variety of factors.
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•
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Any of the foregoing events or other events could cause revenues, earnings, capital expenditures and/or any other financial or statistical information to vary from TDS’ forward-looking estimates by a material amount.
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•
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the title and designation of such debt securities and series;
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•
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any limitations on the aggregate principal amount of the debt securities of any series;
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•
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whether the debt securities are to represent senior or subordinated indebtedness and, if subordinated debt securities, the specific subordination provisions applicable thereto;
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•
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in the case of subordinated debt securities, the relative degree, if any, to which such subordinated debt securities of the series will be senior to or be subordinated to other series of subordinated debt securities or other indebtedness TDS in right of payment, whether such other series of subordinated debt securities or other indebtedness is outstanding or not;
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•
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the stated maturity or maturities of such series;
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•
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the date or dates from which interest will accrue, the interest payment dates on which such interest will be payable or the manner of determination of such interest payment dates and the record date for the determination of holders to whom interest is payable on any such interest payment date;
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•
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the interest rate or rates, which may be fixed or variable, or method of calculation of such rate or rates, for such series;
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•
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the terms, if any, regarding the redemption, purchase or repayment of such series;
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•
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whether or not the debt securities of such series will be issued in whole or in part in the form of a global security and, if so, the depository for such global security and the related procedures with respect to transfer and exchange of such global security;
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•
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the form of the debt securities of such series;
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•
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the maximum annual interest rate, if any, of the debt securities permitted for such series;
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•
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whether the debt securities of such series shall be subject to periodic offering;
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•
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the currency or currencies, including composite currencies, in which payment of the principal of (and premium, if any) and interest on the debt securities of such series will be payable, if other than dollars;
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•
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any other information necessary to complete the debt securities of such series;
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•
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the establishment of any office or agency at which the principal of and interest, if any, on debt securities of that series will be payable;
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•
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if other than denominations of $1,000 or any integral multiple thereof, the denominations in which the debt securities of the series will be issuable;
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•
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the obligations or instruments, if any, which may be eligible for use in defeasance of any debt securities in respect of the debt securities of a series denominated in a currency other than dollars or in a composite currency;
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•
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whether or not the debt securities of such series will be issued as original issue discount securities and the terms thereof, including the portion of the principal amount thereof which will be payable upon declaration of acceleration of the maturity;
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•
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whether the principal of and premium, if any, or interest, if any, on such debt securities is payable, at the election of TDS or the holder thereof, in coin or currency, including composite currencies, other than that in which the debt securities are stated to be payable;
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•
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whether the amount of payment of principal of and premium, if any, or interest, if any, on such debt securities may be determined with reference to an index, formula or other method, or based on a coin or currency other than that in which the debt securities are stated to be payable;
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•
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any addition to, or modification or deletion of, any covenants or terms to the applicable Indenture, including events of default with respect to the debt securities of the series;
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•
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the terms and conditions, if any, pursuant to which the debt securities of the series are secured;
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•
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whether the debt securities of the series will be exchangeable into other securities and, if so, the terms and conditions upon which such securities will be exchangeable; and
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•
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any other terms of such series not inconsistent with the applicable Indenture.
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•
|
issue, register the transfer of or exchange any debt security during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the outstanding debt securities and ending at the close of business on the day of such mailing, or
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•
|
register the transfer of or exchange any debt securities or portions thereof called for redemption in whole or in part.
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•
|
extend the fixed maturity of any debt securities of any series;
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•
|
reduce the principal amount of any debt securities of any series;
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•
|
reduce the rate or extend the time of payment of interest on any debt securities of any series;
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•
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reduce any premium payable upon the redemption of any debt securities of any series;
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•
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reduce the amount of the principal of a discount security that would be due and payable upon a declaration of acceleration of the maturity of any debt securities of any series;
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•
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reduce the percentage of holders of aggregate principal amount of debt securities which are required to consent to any such supplemental indenture; or
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•
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reduce the percentage of holders of aggregate principal amount of debt securities which are required to waive any default and its consequences.
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•
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to evidence the succession of another person to TDS or a successor to TDS, and the assumption by any such successor of the covenants of TDS contained in such Indenture or otherwise established with respect to the debt securities;
|
•
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to add to the covenants of TDS further covenants, restrictions, conditions or provisions for the protection of the holders of the debt securities of all or any series, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions a default or an Event of Default with respect to such series permitting the enforcement of all or any of the several remedies provided in such Indenture;
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•
|
to cure any ambiguity or to correct or supplement any provision contained in such Indenture or in any supplemental indenture which may be defective or inconsistent with any other provision contained in such Indenture or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under such Indenture as are not inconsistent with the provisions of such Indenture and will not adversely affect the rights of the holders of the Securities of any series which are outstanding in any material respect;
|
•
|
to change or eliminate any of the provisions of such Indenture or to add any new provision to such Indenture, except that such change, elimination or addition will become effective only as to debt securities issued pursuant to or subsequent to such supplemental indenture unless such change, elimination or addition does not adversely affect the rights of any securityholder of outstanding debt securities in any material respect;
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•
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to establish the form or terms of debt securities of any series as permitted by such Indenture;
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•
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to add any additional Events of Default with respect to all or any series of outstanding debt securities;
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•
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to add guarantees with respect to debt securities or to release a guarantor from guarantees in accordance with the terms of the applicable series of debt securities;
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•
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to secure a series of debt securities by conveying, assigning, pledging or mortgaging property or assets to the Trustee as collateral security for such series of debt securities;
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•
|
to provide for uncertificated debt securities in addition to or in place of certificated debt securities;
|
•
|
to provide for the authentication and delivery of bearer debt securities and coupons representing interest, if any, on such debt securities, and for the procedures for the registration, exchange and replacement of such debt securities, and for the giving of notice to, and the solicitation of the vote or consent of, the holders of such debt securities, and for any other matters incidental thereto;
|
•
|
to evidence and provide for the acceptance of appointment by a separate or successor Trustee with respect to the debt securities and to add to or change any of the provisions of such Indenture as may be necessary to provide for or facilitate the administration of the trusts by more than one Trustee;
|
•
|
to change any place or places where
|
•
|
the principal of and premium, if any, and interest, if any, on all or any series of debt securities will be payable,
|
•
|
all or any series of debt securities may be surrendered for registration of transfer,
|
•
|
all or any series of debt securities may be surrendered for exchange, and
|
•
|
notices and demands to or upon TDS in respect of all or any series of debt securities and such Indenture may be served, which must be located in New York, New York or be the principal office of TDS;
|
•
|
to provide for the payment by TDS of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto;
|
•
|
to provide for the issuance of debt securities denominated in a currency other than dollars or in a composite currency and for all matters incidental thereto; or
|
•
|
to comply with any requirements of the SEC or the Trust Indenture Act.
|
•
|
failure for 30 days to pay interest on debt securities of that series when due and payable; or
|
•
|
failure for three business days to pay principal or premium, if any, on debt securities of that series when due and payable whether at maturity, upon redemption, pursuant to any sinking fund obligation, by declaration or otherwise; or
|
•
|
failure by TDS to observe or perform any other covenant (other than those specifically relating to another series) contained in such Indenture for 90 days after written notice to TDS from the Trustee or the holders of at least 33% in principal amount of the outstanding debt securities of that series; or
|
•
|
certain events involving bankruptcy, insolvency or reorganization of TDS; or
|
•
|
any other event of default provided for in a series of debt securities.
|
•
|
acceleration, unless such default has been cured and a sum sufficient to pay all matured installments of interest and principal otherwise than by acceleration and any premium has been deposited with the Trustee; or
|
•
|
a call for redemption or any series of debt securities.
|
•
|
the holders of such debt securities will not recognize gain, loss or income for federal income tax purposes as a result of the satisfaction and discharge of the applicable Indenture with respect to such series, and
|
•
|
that such holders will realize gain, loss or income on such debt securities, including payments of interest thereon, in the same amounts and in the same manner and at the same time as would have been the case if such satisfaction and discharge had not occurred.
|
•
|
we exercise our option to effect a covenant defeasance with respect to the debt securities of any series, and
|
•
|
the debt securities of that series are thereafter declared due and payable because of the occurrence of any Event of Default that results from an event, act or condition which does not arise from any covenant that has been defeased.
|
•
|
directly to purchasers,
|
•
|
through agents,
|
•
|
through underwriters, and
|
•
|
through dealers.
|
1.
|
2.
|
3.
|
TDS' Current Reports on Form 8-K dated
March 7, 2019
and
March 12, 2019
and provided that any information in any Form 8-K that is not deemed to be "filed" pursuant to Item 2.02 or 7.01 shall not be incorporated by reference herein.
|
Securities and Exchange Commission Registration Fee
|
$
|
—
|
|
(1)
|
Printer Expenses
|
15,000
|
|
(2)
|
|
Legal Fees and Expenses
|
60,000
|
|
(2)
|
|
Accounting Fees and Expenses
|
32,000
|
|
(2)
|
|
Miscellaneous
|
13,000
|
|
(2)
|
|
Total
|
$
|
120,000
|
|
|
Exhibit No.
|
|
Description of Document
|
|
1.1
|
|
|
Form of Underwriting Agreement (1)
|
1.2
|
|
|
Form of Selling Agency Agreement (1)
|
4.1
|
|
|
|
4.2
|
|
|
|
4.3
|
|
|
Form of Senior Debt Security (1)
|
4.4
|
|
|
Form of Subordinated Debt Security (1)
|
4.5
|
|
|
Other instruments defining the rights of security-holders (1)
|
5
|
|
|
|
23.1
|
|
|
|
23.2
|
|
|
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23.3
|
|
|
|
24
|
|
|
|
25.1
|
|
|
|
25.2
|
|
|
(a)
|
The undersigned Registrant hereby undertakes:
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
(i)
|
to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
|
(ii)
|
to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
|
(iii)
|
to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
|
(2)
|
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
|
(3)
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
(4)
|
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
|
(i)
|
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
|
(ii)
|
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
|
(5)
|
That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
|
(i)
|
Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
|
(ii)
|
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;
|
(iii)
|
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and
|
(iv)
|
Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
|
(b)
|
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(c)
|
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
|
(d)
|
The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act of 1939, as amended, in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of such Act.
|
Exhibit No.
|
|
Description of Document
|
|
5
|
|
|
|
23.1
|
|
|
|
23.2
|
|
|
|
23.3
|
|
|
|
24
|
|
|
|
25.1
|
|
|
|
25.2
|
|
|
|
TELEPHONE AND DATA SYSTEMS, INC.
|
By
|
/s/ LeRoy T. Carlson, Jr.
|
|
LeRoy T. Carlson, Jr.
|
|
President and Chief Executive Officer
|
|
Signature
|
|
|
Title
|
|
|
|
|
|
|
|
|
/s/ LeRoy T. Carlson, Jr.
|
|
|
Director and President and Chief Executive Officer
|
|
|
LeRoy T. Carlson, Jr.
|
|
(principal executive officer)
|
|
|
|
|
|
|
|
|
|
/s/ Walter C.D. Carlson
|
|
|
Director and Chairman of the Board
|
|
|
Walter C.D. Carlson
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Letitia G. Carlson, M.D.
|
|
|
Director
|
|
|
Letitia G. Carlson, M.D.
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Prudence E. Carlson
|
|
|
Director
|
|
|
Prudence E. Carlson
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Clarence A. Davis
|
|
|
Director
|
|
|
Clarence A. Davis
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Kimberly D. Dixon
|
|
|
Director
|
|
|
Kimberly D. Dixon
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Kenneth R. Meyers
|
|
|
Director
|
|
|
Kenneth R. Meyers
|
|
|
|
|
|
|
|
|
|
|
|
/s/ George W. Off
|
|
|
Director
|
|
|
George W. Off
|
|
|
|
|
|
|
|
|
|
|
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/s/ Christopher D. O'Leary
|
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Director
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|
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Christopher D. O'Leary
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|
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/s/ Mitchell H. Saranow
|
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Director
|
|
|
Mitchell H. Saranow
|
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|
|
|
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|
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/s/ Gary L. Sugarman
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Director
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Gary L. Sugarman
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|
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/s/ James W. Butman
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Director
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James W. Butman
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/s/ Douglas W. Chambers
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Senior Vice President - Finance and Chief Accounting Officer
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Douglas W. Chambers
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(principal financial officer and principal accounting officer)
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|
Sidley Austin LLP
One South Dearborn Street
Chicago, IL 60603
+1 312 853 7000
+1 312 853 7036
AMERICA ASIA PACIFIC EUROPE
|
|
Re:
|
Registration Statement on Form S-3
|
|
|
(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)
|
|
Delaware
(State or other jurisdiction of
incorporation or organization)
|
36-2669023
(I.R.S. employer
identification no.)
|
30 North LaSalle Street, Suite 4000
Chicago, Illinois
(Address of principal executive offices)
|
60602
(Zip code)
|
|
|
(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.
|
2.
|
Affiliations with Obligor.
|
16.
|
List of Exhibits.
|
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. 333-229762).
|
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.
|
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
|
||
|
|
|
By:
|
|
/s/ Valere Boyd
|
Name:
|
|
Valere Boyd
|
Title
|
|
Vice President
|
|
|
Dollar amounts in thousands
|
|||
ASSETS
|
|
|
|||
Cash and balances due from depository institutions:
|
|
|
|||
Noninterest-bearing balances and currency and coin
|
|
2,374
|
|
||
Interest-bearing balances
|
|
124,178
|
|
||
Securities:
|
|
|
|||
Held-to-maturity securities
|
|
—
|
|
||
Available-for-sale securities
|
|
198,413
|
|
||
Equity securities with readily determinable fair values not held for trading
|
|
NR
|
|
||
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 loss
|
—
|
|
|
||
Loans and leases held for investment, net of allowance
|
—
|
|
|
||
Trading assets
|
|
—
|
|
||
Premises and fixed assets (including capitalized leases)
|
|
9,069
|
|
||
Other real estate owned
|
|
—
|
|
||
Investments in unconsolidated subsidiaries and associated companies
|
|
—
|
|
||
Direct and indirect investments in real estate ventures
|
|
—
|
|
||
|
|
|
|||
Intangible assets
|
|
859,682
|
|
||
Other assets
|
|
136,256
|
|
||
Total assets
|
|
$
|
1,329,972
|
|
|
|
|
|||
LIABILITIES
|
|
|
|||
Deposits:
|
|
|
|||
In domestic offices
|
|
2,677
|
|
||
Noninterest-bearing
|
2,677
|
|
|
||
Interest-bearing
|
—
|
|
|
||
Not applicable
|
|
|
|||
Federal funds purchased and securities sold under agreements to repurchase:
|
|
|
|||
Federal funds purchased
|
|
—
|
|
||
Securities sold under agreements to repurchase
|
|
—
|
|
||
Trading liabilities
|
|
—
|
|
||
Other borrowed money:
|
|
|
|||
(includes mortgage indebtedness and obligations under capitalized leases)
|
|
—
|
|
||
Not applicable
|
|
|
|||
Not applicable
|
|
|
|||
Subordinated notes and debentures
|
|
—
|
|
||
Other liabilities
|
|
226,786
|
|
||
Total liabilities
|
|
229,463
|
|
||
Not applicable
|
|
|
|||
|
|
|
|||
EQUITY CAPITAL
|
|
|
|||
Perpetual preferred stock and related surplus
|
|
—
|
|
||
Common stock
|
|
1,000
|
|
||
Surplus (exclude all surplus related to preferred stock)
|
|
323,516
|
|
||
Not available
|
|
|
|||
Retained earnings
|
|
777,089
|
|
||
Accumulated other comprehensive income
|
|
(1,096
|
)
|
||
Other equity capital components
|
|
—
|
|
||
Not available
|
|
|
|||
Total bank equity capital
|
|
1,100,509
|
|
||
Noncontrolling (minority) interests in consolidated subsidiaries
|
|
—
|
|
||
Total equity capital
|
|
1,100,509
|
|
||
Total liabilities and equity capital
|
|
$
|
1,329,972
|
|
|
|
(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)
|
|
Delaware
(State or other jurisdiction of incorporation or organization) |
36-2669023
(I.R.S. employer identification no.) |
30 North LaSalle Street, Suite 4000
Chicago, Illinois (Address of principal executive offices) |
60602 (Zip code) |
|
|
(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.
|
2.
|
Affiliations with Obligor.
|
16.
|
List of Exhibits.
|
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. 333-229762).
|
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.
|
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A. |
||
|
|
|
By:
|
|
/s/ Valere Boyd
|
Name:
|
|
Valere Boyd
|
Title
|
|
Vice President
|
|
|
Dollar amounts in thousands
|
|||
ASSETS
|
|
|
|||
Cash and balances due from depository institutions:
|
|
|
|||
Noninterest-bearing balances and currency and coin
|
|
2,374
|
|
||
Interest-bearing balances
|
|
124,178
|
|
||
Securities:
|
|
|
|||
Held-to-maturity securities
|
|
—
|
|
||
Available-for-sale securities
|
|
198,413
|
|
||
Equity securities with readily determinable fair values not held for trading
|
|
NR
|
|
||
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 loss
|
—
|
|
|
||
Loans and leases held for investment, net of allowance
|
—
|
|
|
||
Trading assets
|
|
—
|
|
||
Premises and fixed assets (including capitalized leases)
|
|
9,069
|
|
||
Other real estate owned
|
|
—
|
|
||
Investments in unconsolidated subsidiaries and associated companies
|
|
—
|
|
||
Direct and indirect investments in real estate ventures
|
|
—
|
|
||
|
|
|
|||
Intangible assets
|
|
859,682
|
|
||
Other assets
|
|
136,256
|
|
||
Total assets
|
|
$
|
1,329,972
|
|
|
|
|
|||
LIABILITIES
|
|
|
|||
Deposits:
|
|
|
|||
In domestic offices
|
|
2,677
|
|
||
Noninterest-bearing
|
2,677
|
|
|
||
Interest-bearing
|
—
|
|
|
||
Not applicable
|
|
|
|||
Federal funds purchased and securities sold under agreements to repurchase:
|
|
|
|||
Federal funds purchased
|
|
—
|
|
||
Securities sold under agreements to repurchase
|
|
—
|
|
||
Trading liabilities
|
|
—
|
|
||
Other borrowed money:
|
|
|
|||
(includes mortgage indebtedness and obligations under capitalized leases)
|
|
—
|
|
||
Not applicable
|
|
|
|||
Not applicable
|
|
|
|||
Subordinated notes and debentures
|
|
—
|
|
||
Other liabilities
|
|
226,786
|
|
||
Total liabilities
|
|
229,463
|
|
||
Not applicable
|
|
|
|||
|
|
|
|||
EQUITY CAPITAL
|
|
|
|||
Perpetual preferred stock and related surplus
|
|
—
|
|
||
Common stock
|
|
1,000
|
|
||
Surplus (exclude all surplus related to preferred stock)
|
|
323,516
|
|
||
Not available
|
|
|
|||
Retained earnings
|
|
777,089
|
|
||
Accumulated other comprehensive income
|
|
(1,096
|
)
|
||
Other equity capital components
|
|
—
|
|
||
Not available
|
|
|
|||
Total bank equity capital
|
|
1,100,509
|
|
||
Noncontrolling (minority) interests in consolidated subsidiaries
|
|
—
|
|
||
Total equity capital
|
|
1,100,509
|
|
||
Total liabilities and equity capital
|
|
$
|
1,329,972
|
|