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

 

þ	CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)

 

 

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

 

 

 

A National Banking Association		94-1347393
(Jurisdiction of incorporation or organization if not a U.S. national bank)		(I.R.S. Employer Identification No.)
101 North Phillips Avenue Sioux Falls, South Dakota		57104
(Address of principal executive offices)		(Zip code)

Wells Fargo & Company

Law Department, Trust Section

MAC N9305-175

Sixth Street and Marquette Avenue, 17^th Floor

Minneapolis, Minnesota 55479

(612) 667-4608

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

 

 

FLOWERS FOODS, INC.

(Exact name of obligor as specified in its charter)

 

 

 

Georgia		58-2582379
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
1919 Flowers Circle Thomasville, Georgia		31757
(Address of principal executive offices)		(Zip code)

 

 

Debt Securities

(Title of the indenture securities)

 

 

 

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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.

Comptroller of the Currency

Treasury Department

Washington, D.C.

Federal Deposit Insurance Corporation

Washington, D.C.

Federal Reserve Bank of San Francisco

San Francisco, California 94120

 

(b)

Whether it is authorized to exercise corporate trust powers.

The 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.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee. Not applicable.

Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.

 

Exhibit 1.		A copy of the Articles of Association of the trustee now in effect.*
Exhibit 2.		A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**
Exhibit 3.		See Exhibit 2
Exhibit 4.		Copy of By-laws of the trustee as now in effect.***
Exhibit 5.		Not applicable.
Exhibit 6.		The consent of the trustee required by Section 321(b) of the Act.
Exhibit 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.
Exhibit 8.		Not applicable.
Exhibit 9.		Not applicable.

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* Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of file number 333-130784-06.

** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of file number 022-28721.

*** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of file number 333-125274.

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SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo 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 New York and State of New York on the 22nd day of March, 2012.

 

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EXHIBIT 6

March 22, 2012

Securities and Exchange Commission

Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

 

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Consolidated Report of Condition of

Wells Fargo Bank National Association

of 101 North Phillips Avenue, Sioux Falls, SD 57104

And Foreign and Domestic Subsidiaries,

at the close of business December 31, 2011, filed in accordance with 12 U.S.C. §161 for National Banks.

 

						Dollar Amounts In Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin						$	19,751
Interest-bearing balances							23,384
Securities:
Held-to-maturity securities							0
Available-for-sale securities							195,800
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices							4,151
Securities purchased under agreements to resell							23,225
Loans and lease financing receivables:
Loans and leases held for sale							28,417
Loans and leases, net of unearned income			711,276
LESS: Allowance for loan and lease losses			16,360
Loans and leases, net of unearned income and allowance							694,916
Trading Assets							56,692
Premises and fixed assets (including capitalized leases)							7,977
Other real estate owned							4,485
Investments in unconsolidated subsidiaries and associated companies							607
Direct and indirect investments in real estate ventures							99
Intangible assets
Goodwill							21,252
Other intangible assets							22,891
Other assets							57,843
Total assets						$	1,161,490
LIABILITIES
Deposits:
In domestic offices						$	832,749
Noninterest-bearing			234,375
Interest-bearing			598,374
In foreign offices, Edge and Agreement subsidiaries, and IBFs							72,904
Noninterest-bearing			2,140
Interest-bearing			70,764
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices							2,591
Securities sold under agreements to repurchase							13,050

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		Dollar Amounts In Millions
Trading liabilities			23,460
Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases)			39,703
S0ubordinated notes and debentures			18,609
Other liabilities			33,933
Total liabilities		$	1,036,999
EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			519
Surplus (exclude all surplus related to preferred stock)			99,326
Retained earnings			18,744
Accumulated other comprehensive income			4,769
Other equity capital components			0
Total bank equity capital			123,358
Noncontrolling (minority) interests in consolidated subsidiaries			1,133
Total equity capital			124,491
Total liabilities, and equity capital		$	1,161,490

I, Timothy J. Sloan, EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

Timothy J. Sloan

EVP & CFO    

We, the undersigned directors, attest to the correctness of this Report of Condition 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.

 

John Stumpf		Directors
Carrie Tolstedt
Michael Loughlin