Registration File No. 333-176088

 

 

 

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

 

x	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)

David Schlabach

U.S. Bank National Association

1350 Euclid Avenue

Cleveland, Ohio 44115

(216) 623-5987

(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.)
3 Easton Oval, Suite 500, Columbus, Ohio		43219
(Address of principal executive offices)		(Zip Code)

 

 

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

 

 

Convertible Senior Subordinated Notes due 2017

and Guarantees of Convertible Senior Subordinated Notes due 2017

(Title of the indenture securities)

 

 

 

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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 Convertible Senior Subordinated Notes due 2017 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  No.
MHO Holdings, LLC			Florida				75-3087795
MHO, LLC			Florida				75-3087795
M/I Homes First Indiana LLC			Indiana				31-1210837
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 Florida, LLC			Florida				75-3087790
M/I Homes of Grandview Yard, LLC			Ohio				80-0739449
M/I Homes of Houston, LLC			Delaware				80-0569230
M/I Homes of Indiana, L.P.			Indiana				04-3661814
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 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
M/I Properties LLC			Ohio				31-1210837
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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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.

 

Name		Address
Comptroller of the Currency		Washington, D.C. 20219

 

(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.

 

Exhibit No.		Description
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.†
3		A copy of the authorization of the trustee to exercise corporate trust powers.†
4		A copy of the existing bylaws of the trustee.**
6		The consent of the trustee required by Section 321(b) of the Trust Indenture Act of 1939.†
7		Report of condition of the trustee as of June 30, 2012 published pursuant to law or the requirements of its supervising or examining authority.†

 

†	Filed herewith.

 

*	Incorporated herein by reference to Exhibit 25.1 to Amendment No. 2 to the Registration Statement on Form S-4 of Revlon Consumer Products Corporation filed on November 15, 2005 (Registration No. 333-128217).

 

**	Incorporated herein by reference to Exhibit 25.1 to the Registration Statement on Form S-4 of Easton-Bell Sports, Inc. filed on May 5, 2010 (Registration No. 333-166527).

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SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, 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 to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Cleveland, State of Ohio, on the 5^th day of September, 2012.