305B2

Registration No. 333-188780

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)

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, 17th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)
_______________________
DR PEPPER SNAPPLE GROUP, INC.
Certain co-registrants are identified in the "Table of Additional Registrants" listed
on the next page.
(Exact name of registrant as specified in its charter)
Delaware
5301 Legacy Drive
Plano, Texas 75024
(972) 673-7000
98-0517725

(State or other jurisdiction of
incorporation or organization)
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

(I.R.S. Employer)

Debt Securities
Guarantees of Debt Securities








TABLE OF ADDITIONAL REGISTRANTS
 
 
 
 
 
 
Exact Name of Registrant as Specified in its Charter
 
State or Other Jurisdiction of Incorporation or Organization
 
I.R.S. Employer Identification No.
234DP Aviation, LLC(1)
 
Delaware
 
27-1028433
A&W Concentrate Company(1)
 
Delaware
 
22-2483659
Americas Beverages Management GP(1)
 
Nevada
 
74-3218345
AmTrans, Inc.(2)
 
Illinois
 
36-2682881
Berkeley Square US, Inc.(1)
 
Delaware
 
74-3257868
Beverage Investments LLC(1)
 
Delaware
 
74-3218356
Beverages Delaware Inc.(1)
 
Delaware
 
51-0345374
DP Beverages Inc.(1)
 
Delaware
 
04-2492250
DPS Americas Beverages, LLC(1)
 
Delaware
 
N/A
DPS Beverages, Inc.(1)
 
Delaware
 
55-0883062
DPS Finance II, Inc.(1)
 
Delaware
 
30-0159342
DPS Holdings Inc.
 
Delaware
 
06-1074905
Dr Pepper/Seven-Up Beverage Sales Company(1)
 
Texas
 
75-1554102
Dr Pepper/Seven Up Manufacturing Company(3)
 
Delaware
 
74-2690781
Dr Pepper/Seven Up, Inc.(1)
 
Delaware
 
75-2233365
High Ridge Investments US, Inc.(1)
 
Delaware
 
74-3257869
International Beverage Investments GP(1)
 
Delaware
 
74-3218364
International Investments Management LLC(1)
 
Delaware
 
N/A
Mott's General Partnership(1)
 
Nevada
 
26-2092489
Mott's LLP(1)
 
Delaware
 
90-0237006
MSSI LLC(1)
 
Delaware
 
77-0667192
Nantucket Allserve, Inc.(1)
 
Massachusetts
 
04-3093808
Nuthatch Trading US, Inc.(1)
 
Delaware
 
42-1762066
Pacific Snapple Distributors, Inc.(1)
 
California
 
33-0390611
Royal Crown Company, Inc.(1)
 
Delaware
 
58-1316061
Snapple Beverage Corp.(1)
 
Delaware
 
04-3149065
Splash Transport, Inc.(4)
 
Delaware
 
26-2366378
The American Bottling Company(1)
 
Delaware
 
36-4223626
____________________________
(1)
Registrant's address is 5301 Legacy Drive, Plano, Texas 75024. Telephone: (972) 673-7000
(2)
Registrant's address is 400 North Wolf Road, Northlake, Illinois 60164. Telephone (708) 449-2600
(3)
Registrant's address is 8900 Page Avenue, St. Louis, Missouri 63114. Telephone (314) 426-8200
(4)
Registrant's address is 5430 West 81st Street, Indianapolis, Indiana 46268. Telephone (866) 573-3774






Item 1.    General Information. Furnish the following information as to the trustee:

(a)
Name and subject 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 for Wells Fargo Bank, National Association, dated January 14, 2015.**
Exhibit 3
A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated January 6, 2014.**
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.

*
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.

**
Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit to the Filing 305B2 dated March 13, 2015 of file number 333-190926.





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 Dallas and State of Texas on the 28th of October, 2015.



 
 
 
 
 
WELLS FARGO BANK, NATIONAL ASSOCIATION
 
 
 
 
Patrick T. Giordano
Vice President
 
 
 
 
 
 
 
 










EXHIBIT 6



October 28, 2015

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 thereof.



 
Very truly yours,
 
 
 
WELLS FARGO BANK, NATIONAL ASSOCIATION
 
 
 
 
Patrick T. Giordano
Vice President
 
 
 
 
 
 
 
 






Exhibit 7
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 June 30, 2015, 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
 
 
$
17,464

Interest-bearing balances
 
 
189,787

Securities:
 
 
 
Held-to-maturity securities
 
 
80,102

Available-for-sale securities
 
 
233,717

Federal funds sold and securities purchased under agreements to resell:
 
 
 
Federal funds sold in domestic offices
 
 
1,864

Securities purchased under agreements to resell
 
 
18,746

Loans and lease financing receivables:
 
 
 
Loans and leases held for sale
 
 
20,241

Loans and leases, net of unearned income
848,562

 
 
LESS: Allowance for loan and lease losses
10,493

 
 
Loans and leases, net of unearned income and allowance
 
 
838,069

Trading Assets
 
 
39,221

Premises and fixed assets (including capitalized leases)
 
 
7,527

Other real estate owned
 
 
1,849

Investments in unconsolidated subsidiaries and associated companies
 
 
855

Direct and indirect investments in real estate ventures
 
 

Intangible assets
 
 
 
Goodwill
 
 
21,627

Other intangible assets
 
 
17,894

Other assets
 
 
64,908

Total assets
 
 
$
1,553,871

 
 
 
 
LIABILITIES
 
 
 
Deposits:
 
 
 
In domestic offices
 
 
$
1,086,292

Noninterest-bearing
343,725

 
 
Interest-bearing
742,567

 
 
In foreign offices, Edge and Agreement subsidiaries, and IBFs    
 
 
140,792

Noninterest-bearing
669

 
 
Interest-bearing
140,123

 
 
Federal funds purchased and securities sold under agreements to repurchase:
 
 
 
Federal funds purchased in domestic offices
 
 
594

Securities sold under agreements to repurchase
 
 
19,806





 
 
 
Dollar Amounts
 
 
 
In Millions
 
 
 
 
Trading liabilities
 
 
18,515

Other borrowed money
 
 
 
(includes mortgage indebtedness and obligations under capitalized leases)
 
 
89,743

Subordinated notes and debentures
 
 
16,760

Other liabilities
 
 
33,801

Total liabilities
 
 
$
1,406,303

 
 
 
 
EQUITY CAPITAL
 
 
 
Perpetual preferred stock and related surplus
 
 
$

Common stock
 
 
519

Surplus (exclude all surplus related to preferred stock)
 
 
106,692

Retained earnings
 
 
36,940

Accumulated other comprehensive income
 
 
2,986

Other equity capital components
 
 

Total bank equity capital
 
 
147,137

Noncontrolling (minority) interests in consolidated subsidiaries
 
 
431

Total equity capital
 
 
147,568

Total liabilities, and equity capital
 
 
$
1,553,871


I, John R. Shrewsberry, Sr. 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.

 
 
 
John R. Shrewsberry
 
Sr. 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
James Quigley
 
Enrique Hernandez, Jr.