World Financial Network Credit Card Master Trust
Filed: 11 Mar 19, 5:24pm
Exhibit 25.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMT-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) |
MUFG UNION BANK, N.A.
(Exact name of trustee as specified in its charter)
| 94-0304228 | ||
(Jurisdiction of incorporation or organization if not a U.S. national bank) | (I.R.S. Employer Identification no.) |
350 California Street San Francisco, California | 94104 | |
| (Address of principal executive offices) | (Zip Code) |
General Counsel
MUFG Union Bank, N.A.
MUFG Americas Legal Department
445 South Figueroa Street
Los Angeles, CA 90071
(213)236-6737
(Name, address and telephone number of agent for service)
WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST
(Issuing entity in respect of the Notes)
(Exact name of obligor as specified in its charter)
WORLD FINANCIAL NETWORK CREDIT CARD MASTER TRUST
(Issuing entity in respect of the Collateral Certificate)
(Exact name of registrant as specified in its charter)
WFN CREDIT COMPANY, LLC
(Depositor)
(Exact name of registrant as specified in its charter)
COMENITY BANK
(Exact name of Sponsor as specified in its charter)
| Delaware | 31-1772814 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification no.) |
3075 Loyalty Circle Columbus, Ohio | 43219 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Asset-Backed Notes
(Title of 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. |
Office of the 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.Items3-15 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. |
| 1. | A copy of the Articles of Association of the Trustee as now in effect.* |
| 2. | A copy of the certificate of authority of the Trustee to commence business, if not contained in the Articles of Association.** |
| 3. | A copy of the authorization of the Trustee to exercise corporate trust powers, if such authorization is not contained in documents specified in paragraph (1) or (2) above.** |
| 4. | A copy of the existing bylaws of the Trustee, or instruments corresponding thereto.* |
| 5. | A copy of each Indenture referred to in Item 4, if the obligor is in default. Not applicable. |
| 6. | The consents of United States institutional trustees required by Section 321(b) of the Trust Indenture Act of 1939. Attached as Exhibit 6. |
| 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. Attached as Exhibit 7. |
| 8. | A copy of any order pursuant to which the foreign trustee is authorized to act as sole trustee under indentures qualified or to be qualified under the Trust Indenture Act of 1939. Not applicable. |
| 9. | Foreign trustees are required to file a consent to service of process of FormF-X [§269.5 of this chapter]. Not applicable. |
* Exhibits 1 and 4 are incorporated by reference to the exhibits of the same number to the Trustee’s FormT-1 filed with the Securities and Exchange Commission as a 305B2 application on August 7, 2015 and relating to Registration Number333-183223.
** Exhibits 2 through 3 are incorporated by reference to the exhibits of the same number to the Trustee’s FormT-1 filed as exhibit 25.1 to the FormS-3 dated July 30, 2013 of Registration Number.333-190256, filed with the Securities and Exchange Commission.
[Signature Page Follows]
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, MUFG Union Bank, N.A., 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 1st day of March, 2019.
| MUFG Union Bank, N.A. | ||
| By: | /s/ Fernando Moreyra | |
| Name: | Fernando Moreyra | |
| Title: | Vice President | |
EXHIBIT 6
CONSENT OF THE TRUSTEE
REQUIRED BY SECTION 321(b) OF THE ACT
March 1, 2019
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
In connection with the qualification of the Indenture,dated as of August 1, 2001,between World Financial Network Credit Card Master Note Trust (the “Issuing Entity”) and MUFG Union Bank, N.A. (the “Trustee”), the undersigned, in accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, hereby consents that reports of examinations of the undersigned by federal, state, territorial, or district authorities authorized to make such examinations may be furnished by such authorities to the Securities and Exchange Commission upon request therefore.
Sincerely,
| MUFG Union Bank, N.A. | ||
| By: | /s/ Fernando Moreyra | |
| Fernando Moreyra | ||
| Vice President | ||
EXHIBIT 7
Page 1
CONSOLIDATED REPORT OF CONDITION OF
MUFG Union Bank, N.A
of Los Angeles in the State of California, at the close of business December 31, 2018 published in response to call made by the Comptroller of the Currency, under Title 12, United States Code, Section 161. Charter 21541
BALANCE SHEET
| Dollar Amounts | ||||
| In Thousands | ||||
ASSETS | ||||
Cash and balances due from depository institutions: | ||||
Non-interest-bearing balances and currency and coin | $ | 1,907,281 | ||
Interest-bearing balances | $ | 6,306,468 | ||
Securities: | ||||
Held-to-maturity securities | $ | 10,870,797 | ||
Available-for-sale securities | $ | 16,062,012 | ||
Equity securities with readily determinable fair | ||||
values not held for trading | $ | 9,493 | ||
Federal funds sold and securities purchased under agreements to resell: | ||||
Federal funds sold in domestic offices | $ | — | ||
Securities purchased under agreements to resell | $ | — | ||
Loans and lease financing receivables: | ||||
Loans and leases held for sale | $ | 702,998 | ||
Loans and leases held for investment | $ | 84,981,234 | ||
LESS: Allowance for loan and lease losses | $ | 450,108 | ||
Loans and leases held for investment, net of allowance | $ | 84,531,126 | ||
Trading assets | $ | 613,718 | ||
Premises and fixed assets | $ | 603,850 | ||
Other real estate owned | $ | 1,395 | ||
Investments in unconsolidated subsidiaries and associated companies | $ | 170,458 | ||
Direct and indirect investments in real estate ventures | $ | — | ||
Intangible assets: | $ | 3,558,126 | ||
Other assets | $ | 5,445,223 | ||
|
| |||
Total assets | $ | 130,782,945 | ||
|
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Exhibit 7
Page 2
LIABILITIES | ||||
Deposits: | ||||
In domestic offices | $ | 92,191,117 | ||
Noninterest-bearing | $ | 32,531,584 | ||
Interest-bearing | $ | 59,659,533 | ||
In foreign offices, Edge and Agreement subsidiaries and IBFs | $ | — | ||
Noninterest-bearing | $ | — | ||
Interest-bearing | $ | — | ||
Federal funds purchased and securities sold under agreements to repurchase: | ||||
Federal funds purchased in domestic offices | $ | — | ||
Securities sold under agreements to repurchase | $ | — | ||
Trading liabilities | $ | 368,001 | ||
Other borrowed money | $ | 20,922,991 | ||
Subordinated notes and debentures | $ | — | ||
Other liabilities | $ | 1,845,089 | ||
|
| |||
Total liabilities | $ | 115,327,198 | ||
|
| |||
EQUITY CAPITAL | ||||
Perpetual preferred stock and related surplus | $ | — | ||
Common stock | $ | 604,577 | ||
Surplus | $ | 9,854,391 | ||
Retained earnings | $ | 6,249,701 | ||
Accumulated other comprehensive income | $ | (1,324,689) | ||
Other equity capital components | $ | — | ||
|
| |||
Total bank equity capital | $ | 15,383,980 | ||
Noncontrolling (minority) interests in consolidated subsidiaries | $ | 71,767 | ||
Total equity capital | $ | 15,455,747 | ||
|
| |||
Total liabilities and equity capital | $ | 130,782,945 | ||
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