securities and exchange commission 

Washington, D.C. 20549






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 





(Exact name of Trustee as specified in its charter)



I.R.S. Employer Identification No. 


800 Nicollet Mall

Minneapolis, Minnesota



(Address of principal executive offices) (Zip Code)


Benjamin J. Krueger 

U.S. Bank National Association 

60 Livingston Avenue 

St. Paul, MN 55107 

(651) 466-6299 

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


iMedia Brands, Inc.

(Issuer with respect to the Securities) 

Minnesota 41-1673770
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)


6740 Shady Oak Road

Eden Prairie, Minnesota



(Address of Principal Executive Offices) (Zip Code)


Senior Debt Securities

 (Title of the Indenture Securities)









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.



Item 2. AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.



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 June 30, 2021 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 305(b)(2), Registration Number 333-229783 filed on June 21, 2021.







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 St. Paul, State of Minnesota on the 22nd of September, 2021.


  By: /s/ Benjamin J. Krueger
    Benjamin J. Krueger
    Vice President





Exhibit 2







Exhibit 3







Exhibit 6




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: September 22, 2021


  By: /s/ Benjamin J. Krueger
    Benjamin J. Krueger
    Vice President





Exhibit 7

U.S. Bank National Association

Statement of Financial Condition 

As of 6/30/2021




Cash and Balances Due From   $ 44,435,957  
Depository Institutions        
Securities     158,894,854  
Federal Funds     2,376  
Loans & Lease Financing Receivables     296,741,901  
Fixed Assets     6,294,698  
Intangible Assets     13,278,545  
Other Assets     28,204,350  
Total Assets   $ 547,852,681  
Deposits   $ 442,902,823  
Fed Funds     1,412,092  
Treasury Demand Notes     0  
Trading Liabilities     1,119,485  
Other Borrowed Money     31,883,676  
Acceptances     0  
Subordinated Notes and Debentures     3,600,000  
Other Liabilities     14,222,155  
Total Liabilities   $ 495,140,231  
Common and Preferred Stock     18,200  
Surplus     14,266,915  
Undivided Profits     37,622,248  
Minority Interest in Subsidiaries     805,087  
Total Equity Capital   $ 52,712,450  
Total Liabilities and Equity Capital   $ 547,852,681  




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