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.) | |
700 South Flower Street Suite 500 Los Angeles, California | 90017 | |
| (Address of principal executive offices) | (Zip code) | |
REALOGY CORPORATION
(Exact name of obligor as specified in its charter)
| Delaware | 20-4381990 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification no.) |
DOMUS HOLDINGS CORP.
(Exact name of obligor as specified in its charter)
| Delaware | 20-8050955 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification no.) |
TABLE OF ADDITIONAL REGISTRANTS
Exact name of registrant as specified in its charter | State of incorporation or organization | IRS employer identification no. | ||
Burrow Escrow Services, Inc. | California | 33-0876967 | ||
Coldwell Banker Real Estate LLC | California | 95-3656885 | ||
Coldwell Banker Residential Brokerage Company | California | 95-3140237 | ||
Coldwell Banker Residential Real Estate LLC | California | 95-3522685 | ||
Coldwell Banker Residential Referral Network | California | 33-0196250 | ||
Cornerstone Title Company | California | 33-0955745 | ||
Equity Title Company | California | 95-3415676 | ||
Guardian Title Company | California | 95-2951502 | ||
National Coordination Alliance LLC | California | 33-0477770 | ||
Realogy Operations LLC | California | 95-2699378 | ||
Referral Network Plus, Inc. | California | 26-2299918 | ||
Valley of California, Inc. | California | 94-1615655 | ||
West Coast Escrow Company | California | 95-4037858 | ||
Colorado Commercial, LLC | Colorado | 84-1539312 | ||
Guardian Title Agency, LLC | Colorado | 84-1300104 | ||
NRT Colorado LLC | Colorado | 84-1474328 | ||
Referral Network, LLC | Colorado | 84-1541495 | ||
Associated Client Referral LLC | Delaware | 26-0376602 | ||
Better Homes and Gardens Real Estate Licensee LLC | Delaware | 26-1483161 | ||
Better Homes and Gardens Real Estate LLC | Delaware | 26-1439164 | ||
Burgdorff LLC | Delaware | 26-0376660 | ||
Burgdorff Referral Associates LLC | Delaware | 26-0376767 | ||
Career Development Center, LLC | Delaware | 20-5782611 | ||
Cartus Asset Recovery Corporation | Delaware | 26-3108651 | ||
Cartus Corporation | Delaware | 94-1717274 |
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| Cartus Partner Corporation | Delaware | 26-1545145 | ||
| CDRE TM LLC | Delaware | 20-5122543 | ||
| Century 21 Real Estate LLC | Delaware | 95-3414846 | ||
| CGRN, Inc. | Delaware | 22-3652986 | ||
| Coldwell Banker LLC | Delaware | 33-0320545 | ||
Coldwell Banker Real Estate Services LLC | Delaware | 26-0376845 | ||
Coldwell Banker Residential Brokerage LLC | Delaware | 33-0722736 | ||
Equity Title Messenger Service Holding LLC | Delaware | 14-1871488 | ||
| ERA Franchise Systems LLC | Delaware | 22-3419810 | ||
| First California Escrow Corp | Delaware | 20-2923040 | ||
| Franchise Settlement Services LLC | Delaware | 20-0922030 | ||
| Global Client Solutions LLC | Delaware | 26-3051498 | ||
| Guardian Holding Company | Delaware | 20-0597637 | ||
| Gulf South Settlement Services, LLC | Delaware | 20-2668391 | ||
| Jack Gaughen LLC | Delaware | 26-0376973 | ||
| Keystone Closing Services LLC | Delaware | 23-2930568 | ||
| NRT Arizona Commercial LLC | Delaware | 20-3697457 | ||
| NRT Arizona LLC | Delaware | 20-3392792 | ||
| NRT Arizona Referral LLC | Delaware | 20-3697479 | ||
| NRT Columbus LLC | Delaware | 31-1794070 | ||
| NRT Commercial LLC | Delaware | 52-2173782 | ||
| NRT Commercial Utah LLC | Delaware | 87-0679989 | ||
| NRT Development Advisors LLC | Delaware | 20-0442165 | ||
| NRT Devonshire LLC | Delaware | 26-2333684 | ||
| NRT Hawaii Referral, LLC | Delaware | 20-3574360 | ||
| NRT LLC | Delaware | 33-0769705 | ||
| NRT Mid-Atlantic LLC | Delaware | 26-0393458 | ||
| NRT Missouri LLC | Delaware | 64-0965388 |
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| NRT Missouri Referral Network LLC | Delaware | 26-0393293 | ||
| NRT New England LLC | Delaware | 04-2154746 | ||
| NRT New York LLC | Delaware | 13-4199334 | ||
| NRT Northfork LLC | Delaware | 26-0840964 | ||
| NRT Philadelphia LLC | Delaware | 27-3478613 | ||
| NRT Pittsburgh LLC | Delaware | 26-0393427 | ||
| NRT Referral Network LLC | Delaware | 80-0506617 | ||
| NRT Relocation LLC | Delaware | 20-0011685 | ||
| NRT REOExperts LLC | Delaware | 26-2707374 | ||
| NRT Settlement Services of Missouri LLC | Delaware | 26-0006000 | ||
| NRT Settlement Services of Texas LLC | Delaware | 52-2299482 | ||
| NRT Sunshine Inc. | Delaware | 51-0455827 | ||
| NRT Utah LLC | Delaware | 87-0679991 | ||
| ONCOR International LLC | Delaware | 20-5470167 | ||
| Real Estate Referral LLC | Delaware | 26-0393629 | ||
| Real Estate Referrals LLC | Delaware | 26-0393668 | ||
| Real Estate Services LLC | Delaware | 22-3770721 | ||
| Realogy Franchise Group LLC | Delaware | 20-4206821 | ||
| Realogy Global Services LLC | Delaware | 22-3528294 | ||
| Realogy Licensing LLC | Delaware | 22-3544606 | ||
| Realogy Services Group LLC | Delaware | 20-1572338 | ||
| Realogy Services Venture Partner LLC | Delaware | 20-2054650 | ||
| Secured Land Transfers LLC | Delaware | 26-0184940 | ||
Sotheby’s International Realty Affiliates LLC | Delaware | 20-1077136 | ||
Sotheby’s International Realty Licensee LLC | Delaware | 20-1077287 | ||
Sotheby’s International Realty Referral Company, LLC | Delaware | 20-4568253 | ||
Title Resource Group Affiliates Holdings LLC | Delaware | 20-0597595 | ||
| Title Resource Group Holdings LLC | Delaware | 22-3868607 |
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| Title Resource Group LLC | Delaware | 22-3680144 | ||
| Title Resource Group Services LLC | Delaware | 22-3788990 | ||
| Title Resources Incorporated | Delaware | 76-0594000 | ||
| TRG Services, Escrow, Inc. | Delaware | 26-1512603 | ||
| World Real Estate Marketing LLC | Delaware | 26-3623204 | ||
| WREM, Inc. | Delaware | 27-1798705 | ||
| Referral Network LLC | Florida | 59-2541359 | ||
| St. Joe Title Services LLC | Florida | 59-3508965 | ||
The Sunshine Group (Florida) Ltd. Corp. | Florida | 13-3329821 | ||
Coldwell Banker Commercial Pacific Properties LLC | Hawaii | 99-0335507 | ||
Coldwell Banker Pacific Properties LLC | Hawaii | 99-0323981 | ||
NRT Insurance Agency, Inc. | Massachusetts | 04-3332208 | ||
Referral Associates of New England LLC | Massachusetts | 04-3079542 | ||
Mid-Atlantic Settlement Services LLC | Maryland | 52-1851057 | ||
Sotheby’s International Realty, Inc. | Michigan | 38-2556952 | ||
Burnet Realty LLC | Minnesota | 41-1660781 | ||
Burnet Title LLC | Minnesota | 41-1926464 | ||
Burnet Title Holding LLC | Minnesota | 41-1840763 | ||
Home Referral Network LLC | Minnesota | 41-1685091 | ||
Market Street Settlement Group LLC | New Hampshire | 02-0505642 | ||
The Sunshine Group, Ltd. | New York | 13-3329821 | ||
Coldwell Banker Residential Referral Network, Inc. | Pennsylvania | 25-1485174 | ||
TRG Settlement Services, LLP | Pennsylvania | 25-1810204 | ||
Lakecrest Title, LLC | Tennessee | 38-3682041 | ||
Alpha Referral Network LLC | Texas | 33-0443969 | ||
American Title Company of Houston | Texas | 75-2477592 | ||
| ATCOH Holding Company | Texas | 76-0452401 | ||
| NRT Texas LLC | Texas | 75-2412614 |
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| Processing Solutions LLC | Texas | 76-0006215 | ||
| TAW Holding Inc. | Texas | 76-0593996 | ||
| Texas American Title Company | Texas | 74-1909700 | ||
| Waydan Title, Inc. | Texas | 76-0443701 |
One Campus Drive Parsippany, New Jersey | 07054 | |
| (Address of principal executive offices) | (Zip code) |
11.00% Series A Convertible Senior Subordinated Notes due 2018
11.00% Series B Convertible Senior Subordinated Notes due 2018
11.00% Series C Convertible Senior Subordinated Notes due 2018
Guarantees of 11.00% Series A Convertible Senior Subordinated Notes due 2018
Guarantees of 11.00% Series B Convertible Senior Subordinated Notes due 2018
and Guarantees of 11.00% Series C Convertible Senior Subordinated Notes due 2018
(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 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 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 existing by-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 Pittsburgh, and State of Pennsylvania, on the 26th day of May, 2011.
| THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. | ||
| By: | /S/ RAYMOND K.O’NEIL | |
| Name: | RAYMOND K.O’NEIL | |
| Title: | SENIOR ASSOCIATE | |
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EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 700 South Flower Street, Suite 200, Los Angeles, CA 90017
At the close of business March 31, 2011, 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 | 1,466 | |||
Interest-bearing balances | 152 | |||
Securities: | ||||
Held-to-maturity securities | 0 | |||
Available-for-sale securities | 786,518 | |||
Federal funds sold and securities purchased under agreements to resell: | ||||
Federal funds sold | 73,000 | |||
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) | 8,911 | |||
Other real estate owned | 0 | |||
Investments in unconsolidated subsidiaries and associated companies | 1 | |||
Direct and indirect investments in real estate ventures | 0 | |||
Intangible assets: | ||||
Goodwill | 856,313 | |||
Other intangible assets | 209,097 | |||
Other assets | 149,803 | |||
Total assets | $ | 2,085,261 | ||
1
LIABILITIES | ||||
Deposits: | ||||
In domestic offices | 500 | |||
Noninterest-bearing | 500 | |||
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) | 268,691 | |||
Not applicable | ||||
Not applicable | ||||
Subordinated notes and debentures | 0 | |||
Other liabilities | 229,106 | |||
Total liabilities | 498,297 | |||
Not applicable | ||||
EQUITY CAPITAL | ||||
Perpetual preferred stock and related surplus | 0 | |||
Common stock | 1,000 | |||
Surplus (exclude all surplus related to preferred stock) | 1,121,520 | |||
Not available | ||||
Retained earnings | 463,627 | |||
Accumulated other comprehensive income | 817 | |||
Other equity capital components | 0 | |||
Not available | ||||
Total bank equity capital | 1,586,964 | |||
Noncontrolling (minority) interests in consolidated subsidiaries | 0 | |||
Total equity capital | 1,586,964 | |||
Total liabilities and equity capital | 2,085,261 | |||
I, Karen Bayz, CFO and Managing Director 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.
Karen Bayz ) CFO and Managing Director
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.
Timothy Vara, President )
Frank P. Sulzberger, MD ) Directors (Trustees)
William D. Lindelof, MD )
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