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
(Exact name of trustee as specified in its charter)
| New York | 13-5160382 | |
(Jurisdiction of incorporation if not a U.S. national bank) | (I.R.S. employer identification no.) | |
| One Wall Street, New York, N.Y. | 10286 | |
| (Address of principal executive offices) | (Zip code) | |
GENTIVA HEALTH SERVICES, INC.
(Exact name of obligor as specified in its charter)
| Delaware | 36-4335801 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification no.) |
TABLE OF ADDITIONAL REGISTRANTS
Exact Name of Additional Registrant as specified in its charter | Jurisdiction of Incorporation/ Organization | I.R.S. Employer | ||
| ABC Hospice, LLC | Texas | 20-8716006 | ||
| Access Home Health of Florida, LLC | Delaware | 06-1451363 | ||
| Alpine Home Health Care, LLC | Colorado | 36-4473376 | ||
| Alpine Home Health II, Inc. | Colorado | 20-1987917 | ||
| Alpine Home Health, Inc. | Mississippi | 64-0921774 | ||
| Alpine Resource Group, Inc. | Colorado | 20-1987950 | ||
| American Homecare Management Corp. | Delaware | 11-3306095 | ||
| American Hospice, Inc. | Texas | 75-2486047 | ||
| Asian American Home Care, Inc. | California | 94-3247811 | ||
| Bethany Hospice, LLC | Delaware | 20-2999369 | ||
| California Hospice, LLC | Texas | 30-0711730 | ||
| Capital Care Resources, LLC | Georgia | 58-2411159 | ||
| Capital Care Resources of South Carolina, LLC | Georgia | 56-2102603 | ||
| Capital Health Management Group, LLC | Georgia | 58-2313705 | ||
| Chaparral Hospice, Inc. | Texas | 35-2224605 | ||
| Chattahoochee Valley Home Care Services, LLC | Georgia | 03-0387821 | ||
| Chattahoochee Valley Home Health, LLC | Georgia | 34-1994007 | ||
| CHMG Acquisition LLC | Georgia | 04-3813487 | ||
| CHMG of Atlanta, LLC | Georgia | 54-2089073 | ||
| CHMG of Griffin, LLC | Georgia | 54-2089075 | ||
| Colorado Hospice, L.L.C. | Colorado | 27-2141126 | ||
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| Eastern Carolina Home Health Agency, LLC | North Carolina | 56-1590744 | ||
| Faith Home Health and Hospice, LLC | Kansas | 47-0884412 | ||
| Faith in Home Services, L.L.C. | Kansas | 20-1931763 | ||
| Family Hospice, Ltd. | Texas | 75-2588221 | ||
| FHI GP, Inc. | Texas | 75-2588220 | ||
| FHI Health Systems, Inc. | Delaware | 75-2588219 | ||
| FHI LP, Inc. | Nevada | 88-0335145 | ||
| FHI Management, Ltd. | Texas | 75-2588222 | ||
| First Home Health, Inc. | West Virginia | 55-0750157 | ||
| Gentiva Certified Healthcare Corp. | Delaware | 11-2645333 | ||
| Gentiva Health Services (Certified), Inc. | Delaware | 11-3454105 | ||
| Gentiva Health Services Holding Corp. | Delaware | 11-3454104 | ||
| Gentiva Health Services (USA) LLC | Delaware | 11-3414024 | ||
| Gentiva Rehab Without Walls, LLC | Delaware | 06-1725406 | ||
| Gentiva Services of New York, Inc. | New York | 11-2802024 | ||
| Georgia Hospice, LLC | Texas | 27-4251135 | ||
| Gilbert’s Home Health Agency, Inc. | Mississippi | 64-0730826 | ||
| Gilbert’s Hospice Care, LLC | Mississippi | 20-0566932 | ||
| Gilbert’s Hospice Care of Mississippi, LLC | Mississippi | 20-1296854 | ||
| Girling Health Care Services of Knoxville, Inc. | Tennessee | 62-1406895 | ||
| Girling Health Care, Inc. | Texas | 74-2115034 | ||
| Harden Clinical Services, LLC | Texas | 27-1519643 | ||
| Harden HC Texas Holdco, LLC | Texas | 26-1487182 | ||
| Harden Healthcare Holdings, LLC | Delaware | Applied For | ||
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| Harden Healthcare Services, LLC | Texas | 26-1569071 | ||
| Harden Healthcare, LLC | Texas | 74-3024009 | ||
| Harden Home Health, LLC | Delaware | 65-1299601 | ||
| Harden Home Option, LLC | Texas | 37-1657856 | ||
| Harden Hospice, LLC | Texas | 43-2083818 | ||
| Hawkeye Health Services, Inc. | Iowa | 42-1285486 | ||
| Healthfield, LLC | Delaware | 58-1819650 | ||
| Healthfield Home Health, LLC | Georgia | 58-1947694 | ||
| Healthfield Hospice Services, LLC | Georgia | 58-2284736 | ||
| Healthfield of Southwest Georgia, LLC | Georgia | 27-0131980 | ||
| Healthfield of Statesboro, LLC | Georgia | 68-0593590 | ||
| Healthfield of Tennessee, LLC | Georgia | 01-0831798 | ||
| Healthfield Operating Group, LLC | Delaware | 36-4425473 | ||
| HomeCare Plus, Inc. | Alabama | 63-1214842 | ||
| Home Health Care Affiliates, Inc. | Mississippi | 74-2737989 | ||
| Home Health Care Affiliates of Central Mississippi, L.L.C. | Mississippi | 62-1807084 | ||
| Home Health Care Affiliates of Mississippi, Inc. | Mississippi | 62-1775256 | ||
| Home Health Care of Carteret County, LLC | North Carolina | 56-1556547 | ||
| Horizon Health Care Services, Inc. | Texas | 76-0456316 | ||
| Horizon Health Network LLC | Alabama | 33-1017853 | ||
| Hospice Care of Kansas and Missouri, L.L.C. | Missouri | none | ||
| Hospice Care of Kansas, L.L.C. | Kansas | 48-1210207 | ||
| Hospice Care of the Midwest, L.L.C. | Missouri | none | ||
| Iowa Hospice, L.L.C. | Iowa | 20-2589495 | ||
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| Isidora’s Health Care Inc. | Texas | 65-1285069 | ||
| Lakes Hospice, L.L.C. | Iowa | 65-1302887 | ||
| Lighthouse Hospice – Coastal Bend, LLC | Texas | 22-3946976 | ||
| Lighthouse Hospice – Metroplex, LLC | Texas | 26-3228001 | ||
| Lighthouse Hospice – San Antonio, LLC | Texas | 87-0798501 | ||
| Lighthouse Hospice Management, LLC | Texas | 06-1787617 | ||
| Lighthouse Hospice Partners, LLC | Texas | 35-2190648 | ||
| Mid-South Home Care Services, LLC | Alabama | 82-0559231 | ||
| Mid-South Home Health, LLC | Delaware | 63-0772385 | ||
| Mid-South Home Health Agency, LLC | Alabama | 82-0559199 | ||
| Mid-South Home Health of Gadsden, LLC | Georgia | 14-1909499 | ||
| Missouri Home Care of Rolla, Inc. | Missouri | 43-1317147 | ||
| New York Healthcare Services, Inc. | New York | 22-2695367 | ||
| Nursing Care – Home Health Agency, Inc. | West Virginia | 55-0633030 | ||
| Odyssey HealthCare, Inc. | Delaware | 43-1723043 | ||
| Odyssey HealthCare Austin, LLC | Delaware | none | ||
| Odyssey HealthCare Detroit, LLC | Delaware | none | ||
| Odyssey HealthCare Fort Worth, LLC | Delaware | none | ||
| Odyssey HealthCare GP, LLC | Delaware | 75-2932676 | ||
| Odyssey HealthCare Holding Company | Delaware | 75-2925311 | ||
| Odyssey HealthCare LP, LLC | Delaware | 74-2998154 | ||
| Odyssey HealthCare Management, LP | Delaware | 75-2923658 | ||
| Odyssey HealthCare of Augusta, LLC | Delaware | 26-0711782 | ||
| Odyssey HealthCare of Flint, LLC | Delaware | 26-3920362 | ||
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| Odyssey HealthCare of Marion County, Inc. | Delaware | 75-3238731 | ||
| Odyssey HealthCare of Savannah, LLC | Delaware | 26-0712052 | ||
| Odyssey HealthCare of St. Louis, LLC | Delaware | 26-1174571 | ||
| Odyssey HealthCare Operating A, LP | Delaware | 75-2752908 | ||
| Odyssey HealthCare Operating B, LP | Delaware | 75-2937832 | ||
| OHS Service Corp. | Texas | 22-3690699 | ||
| Omega Hospice, LLC | Alabama | 20-8667430 | ||
| PHHC Acquisition Corp. | Delaware | 38-3784032 | ||
| QC-Medi New York, Inc. | New York | 11-2750425 | ||
| Quality Care-USA, Inc. | New York | 11-2256479 | ||
| Saturday Partners, LLC | Colorado | 20-1930463 | ||
| Tar Heel Health Care Services, LLC | North Carolina | 56-1456991 | ||
| The American Heartland Hospice Corp. | Missouri | 43-1697602 | ||
| The Home Option, LLC | Texas | 26-2527353 | ||
| The Home Team of Kansas, LLC | Kansas | 74-3052911 | ||
| Total Care Home Health of Louisburg, LLC | Georgia | 68-0593592 | ||
| Total Care Home Health of North Carolina, LLC | Georgia | 20-0091435 | ||
| Total Care Home Health of South Carolina, LLC | Georgia | 20-0091422 | ||
| Van Winkle Home Health Care, Inc. | Mississippi | 62-1669388 | ||
| Vista Hospice Care, LLC | Delaware | 86-0808230 | ||
| VistaCare, LLC | Delaware | 06-1521534 | ||
| VistaCare of Boston, LLC | Delaware | 26-1544595 | ||
| VistaCare USA, LLC | Delaware | 86-0914505 | ||
| Voyager Acquisition, L.P. | Texas | 20-1953497 | ||
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| Voyager Home Health, Inc. | Delaware | 26-1501792 | ||
| Voyager HospiceCare, Inc. | Delaware | 20-1173787 | ||
| We Care Home Health Services, In. | Texas | 33-0665550 | ||
| Wiregrass Hospice LLC | Alabama | 82-0559182 | ||
| Wiregrass Hospice Care, LLC | Georgia | 20-0296636 | ||
| Wiregrass Hospice of South Carolina, LLC | Georgia | 34-2053721 | ||
| 3350 Riverwood Parkway, Suite 1400 | ||
| Atlanta, Georgia | 30339-3314 | |
| (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 | |
| Superintendent of Banks of the State of New York | One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223 | |
| 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, N.Y. 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, 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 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). |
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| 4. | A copy of the existing By-laws of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-188382). |
| 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. 333-188382). |
| 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, 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 5th day of November, 2013.
| THE BANK OF NEW YORK MELLON | ||||
| By: | /s/ Francine Kincaid | |||
| Name: | Francine Kincaid | |||
| Title: | Vice President | |||
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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 September 30, 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 | 5,498,000 | |||
Interest-bearing balances | 128,722,000 | |||
Securities: | ||||
Held-to-maturity securities | 19,612,000 | |||
Available-for-sale securities | 73,165,000 | |||
Federal funds sold and securities purchased under agreements to resell: | ||||
Federal funds sold in domestic offices | 136,000 | |||
Securities purchased under agreements to resell | 2,636,000 | |||
Loans and lease financing receivables: | ||||
Loans and leases held for sale | 0 | |||
Loans and leases, net of unearned income | 30,561,000 | |||
LESS: Allowance for loan and lease losses | 194,000 | |||
Loans and leases, net of unearned income and allowance | 30,367,000 | |||
Trading assets | 6,502,000 | |||
Premises and fixed assets (including capitalized leases) | 1,118,000 | |||
Other real estate owned | 2,000 | |||
Investments in unconsolidated subsidiaries and associated companies | 1,112,000 | |||
Direct and indirect investments in real estate ventures | 0 | |||
Intangible assets: | ||||
Goodwill | 6,465,000 | |||
Other intangible assets | 1,324,000 | |||
Other assets | 14,816,000 | |||
|
| |||
Total assets | 291,475,000 | |||
|
| |||
LIABILITIES | ||||
Deposits: | ||||
In domestic offices | 126,639,000 | |||
Noninterest-bearing | 77,291,000 | |||
Interest-bearing | 49,348,000 | |||
In foreign offices, Edge and Agreement subsidiaries, and IBFs | 121,967,000 | |||
Noninterest-bearing | 9,942,000 | |||
Interest-bearing | 112,025,000 | |||
Federal funds purchased and securities sold under agreements to repurchase: | ||||
Federal funds purchased in domestic offices | 2,127,000 | |||
Securities sold under agreements to repurchase | 1,309,000 | |||
Trading liabilities | 7,012,000 | |||
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases) | 5,388,000 | |||
Not applicable | ||||
Not applicable | ||||
Subordinated notes and debentures | 1,065,000 | |||
Other liabilities | 6,607,000 | |||
|
| |||
Total liabilities | 272,114,000 | |||
|
| |||
EQUITY CAPITAL | ||||
Perpetual preferred stock and related surplus | 0 | |||
Common stock | 1,135,000 | |||
Surplus (exclude all surplus related to preferred stock) | 9,844,000 | |||
Retained earnings | 9,125,000 | |||
Accumulated other comprehensive income | -1,093,000 | |||
Other equity capital components | 0 | |||
Total bank equity capital | 19,011,000 | |||
Noncontrolling (minority) interests in consolidated subsidiaries | 350,000 | |||
Total equity capital | 19,361,000 | |||
|
| |||
Total liabilities and equity capital | 291,475,000 | |||
|
| |||
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 | Directors | |||
| Michael J. Kowalski |