Exhibit 25.1
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
| ¨ | CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) |
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
| 95-3571558 | ||
(Jurisdiction of incorporation if not a U.S. national bank) | (I.R.S. employer identification no.) | |
400 South Hope Street Suite 400 Los Angeles, California | 90071 | |
| (Address of principal executive offices) | (Zip code) | |
DAVITA HEALTHCARE PARTNERS INC.
(Exact name of obligor as specified in its charter)
| Delaware | 51-0354549 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification no.) |
Table of Additional Registrants
Exact Name of Additional Registrants * | Jurisdiction of Formation | I.R.S. Employer Identification No. | ||
| ABQ Health Partners, LLC | Delaware | 20-4043287 | ||
| Alamosa Dialysis, LLC | Delaware | 26-3340007 | ||
| Arizona Integrated Physicians, Inc. | Delaware | 86-0788567 | ||
| Carroll County Dialysis Facility, Inc. | Maryland | 52-1693649 | ||
| Continental Dialysis Center of Springfield-Fairfax, Inc. | Virginia | 62-1238381 | ||
| Continental Dialysis Center, Inc. | Virginia | 22-2470712 | ||
| DaVita—West, LLC | Delaware | 01-0561202 | ||
| DaVita HealthCare Partners Plan, Inc. | Delaware | 46-2385459 | ||
| DaVita of New York, Inc. | New York | 26-1650326 | ||
| DaVita Rx, LLC | Delaware | 20-3998217 | ||
| Dialysis Holdings, Inc. | Delaware | 94-3096645 | ||
| Dialysis Specialists of Dallas, Inc. | Texas | 75-2533856 | ||
| DNH Medical Management, Inc. (dba the Camden Group) | California | 95-3263067 | ||
| DNP Management Company, LLC | Delaware | 26-0775419 | ||
| Downriver Centers, Inc. | Michigan | 38-3500376 | ||
| DVA Healthcare of Maryland, Inc. | Maryland | 62-1605235 | ||
| DVA Healthcare of Massachusetts, Inc. | Massachusetts | 62-1529463 | ||
| DVA Healthcare of Pennsylvania, Inc. | Pennsylvania | 91-1867238 | ||
| DVA Healthcare Procurement Services, Inc. | California | 33-0731597 | ||
| DVA Healthcare Renal Care, Inc. | Nevada | 95-2977916 | ||
| DVA Laboratory Services, Inc. | Florida | 65-0127483 | ||
| DVA of New York, Inc. | New York | 91-1806157 | ||
| DVA Renal Healthcare, Inc. | Tennessee | 62-1323090 | ||
| East End Dialysis Center, Inc. | Virginia | 54-1318452 | ||
| Elberton Dialysis Facility, Inc. | Georgia | 58-1721014 | ||
| Flamingo Park Kidney Center, Inc. | Florida | 65-0431823 | ||
| Fort Dialysis, LLC | Delaware | 27-2942409 | ||
| Freehold Artificial Kidney Center, L.L.C. | New Jersey | 22-3328300 | ||
| Greenspoint Dialysis, LLC | Delaware | 26-1649191 | ||
| HealthCare Partners ASC-LB, LLC | California | 95-4628842 | ||
| HealthCare Partners Arizona, LLC | Arizona | 46-1904106 | ||
| HealthCare Partners Holdings, LLC | California | 56-2592163 | ||
| HealthCare Partners Nevada, LLC | Nevada | 27-0398693 | ||
| HealthCare Partners South Florida, LLC | Florida | 43-3462809 | ||
| HealthCare Partners, LLC | California | 95-4509662 | ||
| Hills Dialysis, LLC | Delaware | 27-1859945 |
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Exact Name of Additional Registrants * | Jurisdiction of Formation | I.R.S. Employer Identification No. | ||
| Houston Kidney Center/Total Renal Care Integrated Service Network Limited Partnership | Delaware | 76-0509917 | ||
| JSA Care Partners, LLC | Florida | 45-3007684 | ||
| JSA Healthcare Corporation | Delaware | 87-0408859 | ||
| JSA Healthcare Nevada, L.L.C. | Nevada | 74-3177329 | ||
| JSA Holdings, Inc. | Delaware | 20-0160881 | ||
| JSA P5 Nevada, L.L.C. | Nevada | 20-5017016 | ||
| Kidney Care Services, LLC | Delaware | 11-3685202 | ||
| Knickerbocker Dialysis, Inc. | New York | 40-0002285 | ||
| Las Vegas Solari Hospice Care, LLC | Delaware | 45-3133069 | ||
| Liberty RC, Inc. | New York | 91-1889832 | ||
| Lincoln Park Dialysis Services, Inc. | Illinois | 36-3191860 | ||
| Maple Grove Dialysis, LLC | Delaware | 26-1757887 | ||
| Mason-Dixon Dialysis Facilities, Inc. | Maryland | 52-1766772 | ||
| Medical Group Holding Co., LLC | New Mexico | 20-8571405 | ||
| Nephrology Medical Associates of Georgia, LLC | Georgia | 91-2160693 | ||
| Neptune Artificial Kidney Center, L.L.C. | New Jersey | 22-3328303 | ||
| North Atlanta Dialysis Center, LLC | Delaware | 20-0336249 | ||
| North Colorado Springs Dialysis, LLC | Delaware | 26-2099530 | ||
| Northridge Medical Services Group, Inc. | California | 36-4597421 | ||
| Palo Dialysis, LLC | Delaware | 26-4578737 | ||
| Patient Pathways, LLC | Delaware | 27-0670041 | ||
| Physicians Choice Dialysis Of Alabama, LLC | Delaware | 90-0072092 | ||
| Physicians Choice Dialysis, LLC | Delaware | 90-0072080 | ||
| Physicians Dialysis Acquisitions, Inc. | Delaware | 04-3546654 | ||
| Physicians Dialysis Ventures, Inc. | Delaware | 04-3546656 | ||
| Physicians Dialysis, Inc. | Delaware | 04-3535478 | ||
| Physicians Management, LLC | Delaware | 90-0072097 | ||
| Renal Life Link, Inc. | Delaware | 20-1649898 | ||
| Renal Treatment Centers, Inc. | Delaware | 23-2518331 | ||
| Renal Treatment Centers—California, Inc. | Delaware | 23-2741218 | ||
| Renal Treatment Centers—Hawaii, Inc. | Delaware | 23-2830661 | ||
| Renal Treatment Centers—Illinois, Inc. | Delaware | 23-2798598 | ||
| Renal Treatment Centers—Mid-Atlantic, Inc. | Delaware | 23-2536597 | ||
| Renal Treatment Centers—Northeast, Inc. | Delaware | 23-2709856 | ||
| Renal Treatment Centers—Southeast, LP | Delaware | 23-2791135 | ||
| Renal Treatment Centers—West, Inc. | Delaware | 23-2763722 | ||
| RMS Lifeline, Inc. | Delaware | 36-4258607 |
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Exact Name of Additional Registrants * | Jurisdiction of Formation | I.R.S. Employer Identification No. | ||
| Rocky Mountain Dialysis Services, LLC | Delaware | 32-0000322 | ||
| Shining Star Dialysis, Inc. | New Jersey | 91-2134787 | ||
| Sierra Rose Dialysis Center, LLC | Delaware | 02-0614476 | ||
| Southwest Atlanta Dialysis Centers, LLC | Delaware | 20-0336205 | ||
| The DaVita Collection, Inc. | California | 20-5766131 | ||
| THP Services, Inc. | California | 20-8542534 | ||
| Total Acute Kidney Care, Inc. | Florida | 65-0086334 | ||
| Total Renal Care Texas Limited Partnership | Delaware | 74-2794200 | ||
| Total Renal Care, Inc. | California | 95-3372911 | ||
| Total Renal Laboratories, Inc. | Florida | 59-3205549 | ||
| Total Renal Research, Inc. | Delaware | 94-3269918 | ||
| TRC—Indiana, LLC | Indiana | 91-1971775 | ||
| TRC of New York, Inc. | New York | 91-1849180 | ||
| TRC West, Inc. | Delaware | 88-0364717 | ||
| Tree City Dialysis, LLC | Delaware | 26-0460873 | ||
| VillageHealth DM, LLC | Delaware | 20-0174548 |
| 2000 16th Street Denver, Colorado | 80202 | |
| (Address of principal executive offices) | (Zip code) |
Debt Securities and Guarantees of Debt Securities
(Title of the indenture securities)
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| 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 United States Department of the Treasury | Washington, DC 20219 | |
| Federal Reserve Bank | San Francisco, CA 94105 | |
| Federal Deposit Insurance Corporation | Washington, DC 20429 | |
| (b) | Whether it is authorized to exercise corporate trust powers. |
Yes.
| 2. | Affiliations with Obligor. |
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
| 16. | List of Exhibits. |
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).
| 1. | A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875). |
| 2. | A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948). |
| 3. | A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875). |
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| 4. | A copy of the existingby-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-162713). |
| 6. | The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875). |
| 7. | A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. |
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SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon Trust Company, N.A., a 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 Los Angeles, and State of California, on the 3rdday of June, 2014.
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. | ||
| By: | /s/ Melonee Young | |
| Name: | Melonee Young | |
| Title: | Vice President | |
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EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 400 South Hope Street, Suite 400, Los Angeles, CA 90071
At the close of business March 31, 2014, published in accordance with Federal regulatory authority instructions.
| Dollar amounts in thousands | ||||
ASSETS | ||||
Cash and balances due from depository institutions: | ||||
Noninterest-bearing balances and currency and coin | 1,670 | |||
Interest-bearing balances | 297 | |||
Securities: | ||||
Held-to-maturity securities | 0 | |||
Available-for-sale securities | 688,739 | |||
Federal funds sold and securities purchased under agreements to resell: | ||||
Federal funds sold | 135,000 | |||
Securities purchased under agreements to resell | 0 | |||
Loans and lease financing receivables: | ||||
Loans and leases held for sale | 0 | |||
Loans and leases, net of unearned income | 0 | |||
LESS: Allowance for loan and lease losses | 0 | |||
Loans and leases, net of unearned income and allowance | 0 | |||
Trading assets | 0 | |||
Premises and fixed assets (including capitalized leases) | 3,890 | |||
Other real estate owned | 0 | |||
Investments in unconsolidated subsidiaries and associated companies | 0 | |||
Direct and indirect investments in real estate ventures | 0 | |||
Intangible assets: | ||||
Goodwill | 856,313 | |||
Other intangible assets | 123,966 | |||
Other assets | 122,558 | |||
|
| |||
Total assets | $ | 1,932,433 | ||
|
| |||
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LIABILITIES | ||||
Deposits: | ||||
In domestic offices | 692 | |||
Noninterest-bearing | 692 | |||
Interest-bearing | 0 | |||
Not applicable | ||||
Federal funds purchased and securities sold under agreements to repurchase: | ||||
Federal funds purchased | 0 | |||
Securities sold under agreements to repurchase | 0 | |||
Trading liabilities | 0 | |||
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases) | 0 | |||
Not applicable | ||||
Not applicable | ||||
Subordinated notes and debentures | 0 | |||
Other liabilities | 250,184 | |||
Total liabilities | 250,876 | |||
Not applicable | ||||
EQUITY CAPITAL | ||||
Perpetual preferred stock and related surplus | 0 | |||
Common stock | 1,000 | |||
Surplus (exclude all surplus related to preferred stock) | 1,122,030 | |||
Not available | ||||
Retained earnings | 557,284 | |||
Accumulated other comprehensive income | 1,243 | |||
Other equity capital components | 0 | |||
Not available | ||||
Total bank equity capital | 1,681,557 | |||
Noncontrolling (minority) interests in consolidated subsidiaries | 0 | |||
Total equity capital | 1,681,557 | |||
|
| |||
Total liabilities and equity capital | 1,932,433 | |||
|
| |||
I, Cherisse Waligura, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.
Cherisse Waligura ) CFO
We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date 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.
| Troy Kilpatrick, President | ) | |||
| Antonio I. Portuondo, Director | ) | Directors (Trustees) | ||
| William D. Lindelof, Director | ) |
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