Exhibit 25.1
Registration No. 33-
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
(Exact name of trustee as specified in its charter)
New York | 13-5160382 | |
(State of Incorporation if not a U.S. national bank) | (I.R.S. employer identification no.) | |
One Wall Street, New York, NY | 10286 | |
(Address of principal executive offices) | (Zip Code) |
SUNGARD DATA SYSTEMS, INC.
(Exact name of obligor as specified in its charter)
See Table of Additional Registrant Guarantors
Delaware | 51-0267091 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification no.) | |
680 East Swedesford Road, Wayne, PA | 19087 | |
(Address of principal executive offices) | (Zip Code) |
6.625% Senior Subordinated Notes due 2019
and Guarantees of 6.625% Senior Subordinated Notes due 2019
(Title of the indenture securities)
Table of Additional Registrant Guarantors
Exact Name of Registrant Guarantor as Specified in its Charter | State or Other Jurisdiction of Incorporation or Organization | I.R.S. Employer Identification Number | Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant Guarantor’s Principal Executive Offices | |||
Advanced Portfolio Technologies, Inc. | Delaware | 22-3245876 | 340 Madison Avenue 8th Floor New York, NY 10173 | |||
Automated Securities Clearance LLC | Delaware | 22-3701255 | 545 Washington Blvd. 7th Floor Jersey City, NJ 07310 | |||
GL Trade Overseas, Inc. | Delaware | 06-1414402 | 340 Madison Avenue New York, NY 10173 | |||
Inflow LLC | Delaware | 84-1439489 | 680 E. Swedesford Rd. Wayne, PA 19087 | |||
Online Securities Processing Inc. | Delaware | 77-0589377 | 680 E. Swedesford Rd. Wayne, PA 19087 | |||
SIS Europe Holdings LLC | Delaware | 41-1511643 | 680 E. Swedesford Rd. Wayne, PA 19087 | |||
SRS Development Inc. | Delaware | 23-2746281 | 680 E. Swedesford Rd. Wayne, PA 19087 | |||
SunGard Ambit LLC | Delaware | 04-2766162 | 100 High Street 19th Floor Suffolk, MA 02110 | |||
SunGard Asia Pacific Inc. | Delaware | 51-0370861 | 601 Walnut St. Suite 1010 Philadelphia, PA 19106 | |||
SunGard Availability Services LP | Pennsylvania | 23-2106195 | 680 E. Swedesford Rd. Wayne, PA 19087 | |||
SunGard Availability Services Ltd. | Delaware | 23-3024711 | 680 E. Swedesford Rd. Wayne, PA 19087 | |||
SunGard AvantGard LLC | California | 95-3440473 | 23975 Park Sorrento 4th Floor Calabasas, CA 91302 | |||
SunGard Business Systems LLC | Delaware | 23-2139612 | 377 E. Butterfield Road Suite 800 Lombard, IL 60148 |
Exact Name of Registrant Guarantor as Specified in its Charter | State or Other Jurisdiction of Incorporation or Organization | I.R.S. Employer Identification Number | Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant Guarantor’s Principal Executive Offices | |||
SunGard Computer Services LLC | Delaware | 68-0499469 | 600 Laurel Road Voorhees, NJ 08043 | |||
SunGard Consulting Services LLC | Delaware | 87-0727844 | 10375 Richmond Suite 700 Houston, TX 77042 | |||
SunGard CSA LLC | Delaware | 20-4280640 | 680 E. Swedesford Rd. Wayne, PA 19087 | |||
SunGard Development Corporation | Delaware | 23-2589002 | 680 E. Swedesford Rd. Wayne, PA 19087 | |||
SunGard DIS Inc. | Delaware | 23-2829670 | 680 E. Swedesford Rd. Wayne, PA 19087 | |||
SunGard Energy Systems Inc. | Delaware | 13-4081739 | 601 Walnut St. Suite 1010 Philadelphia, PA 19106 | |||
SunGard eProcess Intelligence LLC | Delaware | 13-3217303 | 600 Lanidex Plaza Parsippany, NJ 07054 | |||
SunGard Financial Systems LLC | Delaware | 23-2585361 | 3 Van de Graff Drive Burlington, MA 01803-5148 | |||
SunGard Investment Systems LLC | Delaware | 23-2115509 | 377 E. Butterfield Road Suite 800 Lombard, IL 60148 | |||
SunGard Investment Ventures LLC | Delaware | 51-0297001 | 680 E. Swedesford Road Wayne, PA 19087 | |||
SunGard iWORKS LLC | Delaware | 23-2814630 | 11560 Great Oaks Way Suite 200 Alpharetta, GA 30022 | |||
SunGard iWORKS P&C (US) Inc. | Delaware | 13-3248040 | 200 Business Park Dr. Armonk, NY 10504 | |||
SunGard Kiodex LLC | Delaware | 13-4100480 | 59 Maiden Lane, 32nd Floor New York, NY 10038-4624 |
Exact Name of Registrant Guarantor as Specified in its Charter | State or Other Jurisdiction of Incorporation or Organization | I.R.S. Employer Identification Number | Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant Guarantor’s Principal Executive Offices | |||
SunGard NetWork Solutions Inc. | Delaware | 23-2981034 | 680 E. Swedesford Rd. Wayne, PA 19087 | |||
SunGard Public Sector Inc. | Florida | 59-2133858 | 1000 Business Center Drive Lake Mary, FL 32746 | |||
SunGard Reference Data Solutions LLC | Delaware | 72-1571745 | 340 Madison Avenue 8th Floor New York, NY 10173 | |||
SunGard SAS Holdings Inc. | Delaware | 26-0052190 | 680 E. Swedesford Rd. Wayne, PA 19087 | |||
SunGard Securities Finance LLC | Delaware | 13-3799258 | 14 Manor Parkway Salem, NH 03079 | |||
SunGard Securities Finance International LLC | Delaware | 13-3809371 | 14 Manor Parkway Salem, NH 03079 | |||
SunGard Shareholder Systems LLC | Delaware | 23-2025519 | 2300 Main Street Suite 400 Kansas City, MO 64108 | |||
SunGard Software, Inc. | Delaware | 51-0287708 | 680 E. Swedesford Road Wayne, PA 19087 | |||
SunGard Systems International Inc. | Pennsylvania | 23-2490902 | 340 Madison Avenue 8th Floor New York, NY 10173 | |||
SunGard Technology Services LLC | Delaware | 23-2579118 | 680 E. Swedesford Rd. Wayne, PA 19087 | |||
SunGard VeriCenter, Inc | Delaware | 76-0624039 | 680 East Swedesford Rd. Wayne, PA 19087 | |||
SunGard VPM Inc. | New York | 11-3159462 | 1660 Walt Whitman Rd. Suite 130 Melville, NY, 11747 | |||
SunGard Workflow Solutions LLC | Delaware | 63-1019430 | 104 Inverness Place Suite 325 Birmingham, AL 35242 |
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 | |
New York State Department of Financial Services | One State Street, New York, N.Y. 10004-1511, and Albany, N.Y. 12257 | |
Federal Reserve Bank of New York | 33 Liberty Street, New York, N.Y. 10045 | |
Federal Deposit Insurance Corporation | Washington, D.C. 20429 | |
New York Clearing House Association | New York, New York 10005 |
(b) | Whether it is authorized to exercise corporate trust powers. |
Yes.
2. | Affiliations with Obligor. |
If the Obligor is an affiliate of the trustee, described 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 Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).
1. | A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735). |
4. | A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173). |
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. 333-152735). |
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. |
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, 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 31st day of May, 2013.
THE BANK OF NEW YORK MELLON | ||||
By: | /s/ LAURENCE O’BRIEN | |||
Name: Laurence O’Brien | ||||
Title: Vice President |
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business March 31, 2013, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
Dollar amounts in thousands | ||||
ASSETS | ||||
Cash and balances due from depository institutions: | ||||
Noninterest-bearing balances and currency and coin | 3,009,000 | |||
Interest-bearing balances | 110,366,000 | |||
Securities: | ||||
Held-to-maturity securities | 11,679,000 | |||
Available-for-sale securities | 90,658,000 | |||
Federal funds sold and securities purchased under agreements to resell: | ||||
Federal funds sold in domestic offices | 12,000 | |||
Securities purchased under agreements to resell | 1,507,000 | |||
Loans and lease financing receivables: | ||||
Loans and leases held for sale | 0 | |||
Loans and leases, net of unearned income | 30,711,000 | |||
LESS: Allowance for loan and lease losses | 214,000 | |||
Loans and leases, net of unearned income and allowance | 30,497,000 | |||
Trading assets | 5,884,000 | |||
Premises and fixed assets (including capitalized leases) | 1,170,000 | |||
Other real estate owned | 3,000 | |||
Investments in unconsolidated subsidiaries and associated companies | 1,054,000 | |||
Direct and indirect investments in real estate ventures | 0 | |||
Intangible assets: | ||||
Goodwill | 6,401,000 | |||
Other intangible assets | 1,414,000 | |||
Other assets | 13,654,000 | |||
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Total assets | 277,308,000 | |||
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LIABILITIES | ||||
Deposits: | ||||
In domestic offices | 119,812,000 | |||
Noninterest-bearing | 74,186,000 | |||
Interest-bearing | 45,626,000 | |||
In foreign offices, Edge and Agreement subsidiaries, and IBFs | 113,384,000 | |||
Noninterest-bearing | 7,043,000 | |||
Interest-bearing | 106,341,000 | |||
Federal funds purchased and securities sold under agreements to repurchase: | ||||
Federal funds purchased in domestic offices | 1,566,000 | |||
Securities sold under agreements to repurchase | 684,000 | |||
Trading liabilities | 6,555,000 | |||
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases) | 3,766,000 | |||
Not applicable | ||||
Not applicable | ||||
Subordinated notes and debentures | 1,065,000 | |||
Other liabilities | 11,146,000 | |||
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| |||
Total liabilities | 257,978,000 | |||
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EQUITY CAPITAL | ||||
Perpetual preferred stock and related surplus | 0 | |||
Common stock | 1,135,000 | |||
Surplus (exclude all surplus related to preferred stock) | 9,791,000 | |||
Retained earnings | 8,517,000 | |||
Accumulated other comprehensive income | -463,000 | |||
Other equity capital components | 0 | |||
Total bank equity capital | 18,980,000 | |||
Noncontrolling (minority) interests in consolidated subsidiaries | 350,000 | |||
Total equity capital | 19,330,000 | |||
|
| |||
Total liabilities and equity capital | 277,308,000 | |||
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I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.
Thomas P. Gibbons,
Chief Financial Officer
We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We 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 and is true and correct.
Gerald L. Hassell Catherine A. Rein Michael J. Kowalski | } | Directors |