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) x

 


 

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)

 

George J. Rayzis

U.S. Bank National Association

50 South 16th St.-Suite 2000

Philadelphia, PA 19102

(215) 761-9317

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

 

QVC, Inc.

(Issuer with respect to the Securities)

 

Delaware

 

23-2414041

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

1200 Wilson Drive
West Chester, Pennsylvania

 

 

19380

(Address of Principal Executive Offices)

 

(Zip Code)

 

6.250% Senior Secured Notes due 2068

(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 September 30, 2019 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 Philadelphia, State of Pennsylvania the 26th of  November, 2019.

 

 

By:

/s/ George J. Rayzis

 

 

George J. Rayzis

 

 

Vice President

 

3


 

Exhibit 2 4

 

Exhibit 3 5

 

 

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: November 26, 2019

 

 

By:

/s/ George J. Rayzis

 

 

George J. Rayzis

 

 

Vice President

 

6


 

Exhibit 7

 

U.S. Bank National Association

Statement of Financial Condition

As of 9/30/2019

 

($000’s)

 

 

 

9/30/2019

 

Assets

 

 

 

Cash and Balances Due From Depository Institutions

 

$

15,112,079

 

Securities

 

119,318,592

 

Federal Funds

 

3,649,142

 

Loans & Lease Financing Receivables

 

295,082,725

 

Fixed Assets

 

6,645,121

 

Intangible Assets

 

12,676,922

 

Other Assets

 

24,909,024

 

Total Assets

 

$

477,393,605

 

 

 

 

 

Liabilities

 

 

 

Deposits

 

$

372,420,581

 

Fed Funds

 

1,053,008

 

Treasury Demand Notes

 

0

 

Trading Liabilities

 

991,966

 

Other Borrowed Money

 

33,643,638

 

Acceptances

 

0

 

Subordinated Notes and Debentures

 

3,850,000

 

Other Liabilities

 

15,002,550

 

Total Liabilities

 

$

426,961,743

 

 

 

 

 

Equity

 

 

 

Common and Preferred Stock

 

18,200

 

Surplus

 

14,266,915

 

Undivided Profits

 

35,346,037

 

Minority Interest in Subsidiaries

 

800,710

 

Total Equity Capital

 

$

50,431,862

 

 

 

 

 

Total Liabilities and Equity Capital

 

$

477,393,605

 

 

7