Exhibit 25.2
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) o
THE BANK OF NEW YORK MELLON
(Exact name of trustee as specified in its charter)
New York (State of incorporation if not a U.S. national bank) |
| 13-5160382 (I.R.S. employer identification no.) |
|
|
|
One Wall Street, New York, N.Y. (Address of principal executive offices) |
| 10286 (Zip code) |
NCO GROUP, INC.
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of |
| 02-0786880 (I.R.S. employer |
|
|
|
507 Prudential Road Horsham, Pennsylvania (Address of principal executive offices) |
| 19044 (Zip code) |
Floating Rate Senior Notes due 2013
11.875% Senior Subordinated Notes due 2014
Guarantees of Floating Rate Senior Notes due 2013
Guarantees of 11.875% Senior Subordinated Notes due 2014
(Title of the indenture securities)
TABLE OF ADDITIONAL REGISTRANT GUARANTORS
Exact Name of Registrant as |
| State or Other |
| I.R.S. Employer |
| Address, Including Zip Code and |
AC Financial Services, Inc. |
| Delaware |
| 68-0623013 |
| 1201 Market Street, Suite 800 |
ALW Financial, Inc. f/k/a ALW Investment Company, Inc. |
| Delaware |
| 20-5819309 |
| 1201 Market Street, Suite 800 |
AssetCare, Inc. |
| Georgia |
| 20-4392053 |
| 5100 Peachtree Industrial Blvd. |
Compass International Services Corporation |
| Delaware |
| 22-3540815 |
| 507 Prudential Road |
Compass Teleservices, Inc. |
| New Jersey |
| 22-2744501 |
| 507 Prudential Road |
FCA Funding, Inc. |
| Delaware |
| 23-2984383 |
| 1201 Market Street, Suite 800 |
FCA Leasing, Inc. |
| Delaware |
| 51-0277275 |
| 507 Prudential Road |
JDR Holdings, Inc. |
| Delaware |
| 22-3264150 |
| 507 Prudential Road |
NCO ACI Holdings, Inc. f/k/a AssetCare, Inc. |
| Georgia |
| 58-1893956 |
| 507 Prudential Road |
NCO Customer Management, Inc. f/k/a RMH Teleservices, Inc. |
| Pennsylvania |
| 23-2250564 |
| 507 Prudential Road |
NCO Financial Systems, Inc. |
| Pennsylvania |
| 23-1670927 |
| 507 Prudential Road |
Exact Name of Registrant as |
| State or Other |
| I.R.S. Employer |
| Address, Including Zip Code and |
NCO Funding, Inc. |
| Delaware |
| 51-0378281 |
| 1201 Market Street, Suite 800 |
NCO Group International, Inc. |
| Delaware |
| 05-0614768 |
| 1201 Market Street, Suite 800 |
NCO Holdings, Inc. f/k/a Management Adjustment Bureau Funding, Inc. |
| Delaware |
| 23-2984387 |
| 1201 Market Street, Suite 800 |
NCO Portfolio Management, Inc. f/k/a NCPM Acquisition Corporation |
| Delaware |
| 27-0084103 |
| 1201 Market Street, Suite 800 |
NCO Support Services, LLC |
| Delaware |
| 27-0105477 |
| 507 Prudential Road |
NCO Teleservices, Inc. |
| Pennsylvania |
| 23-2878693 |
| 507 Prudential Road |
NCOP I, LLC d/b/a NCO Portfolio Management |
| Nevada |
| 52-2300747 |
| 2520 St. Rose Parkway, Suite 212 |
NCOP II, LLC d/b/a NCO Portfolio Management |
| Nevada |
| 52-2300743 |
| 2520 St. Rose Parkway, Suite 212 |
NCOP III, LLC d/b/a NCO Portfolio Management |
| Nevada |
| 52-2300742 |
| 2520 St. Rose Parkway, Suite 212 |
NCOP IV, LLC d/b/a NCO Portfolio Management |
| Nevada |
| 37-1431981 |
| 2520 St. Rose Parkway, Suite 212 |
NCOP V, LLC d/b/a NCO Portfolio Management |
| Nevada |
| 22-3883319 |
| 2520 St. Rose Parkway, Suite 212 |
NCOP VI, LLC d/b/a NCO Portfolio Management |
| Nevada |
| 57-1192501 |
| 2520 St. Rose Parkway, Suite 212 |
NCOP VII, LLC d/b/a NCO Portfolio Management |
| Nevada |
| 35-2239667 |
| 2520 St. Rose Parkway, Suite 212 |
NCOP VIII, LLC |
| Nevada |
| 03-0578075 |
| 2520 St. Rose Parkway, Suite 212 |
NCOP IX, LLC |
| Nevada |
| 20-5995942 |
| 2520 St. Rose Parkway, Suite 212 |
Exact Name of Registrant as |
| State or Other |
| I.R.S. Employer |
| Address, Including Zip Code and |
NCOP Capital Resource, LLC |
| Nevada |
| None |
| 2520 St. Rose Parkway, Suite 212 |
NCOP Financing, Inc. |
| Delaware |
| 51-0407449 |
| 1201 Market Street Suite 800 |
NCOP/Marlin, Inc. |
| Nevada |
| 52-2352960 |
| 2520 St. Rose Parkway, Suite 212 |
NCOP Nevada Holdings, Inc. |
| Nevada |
| 52-2300749 |
| 2520 St. Rose Parkway, Suite 212 |
NCOP Services, Inc. |
| Maryland |
| 52-2300752 |
| 1804 Washington Blvd, Dept 200 |
RMH Teleservices Asia Pacific, Inc. |
| Delaware |
| 32-0047775 |
| 507 Prudential Road |
Asset Recovery & Management Corp. |
| Wisconsin |
| 39-1686046 |
| 2520 South 170th Street |
Coast to Coast Consulting, LLC |
| Delaware |
| 43-1917687 |
| 4025 Woodland Park Blvd. |
Greystone Business Group, LLC |
| Delaware |
| 01-0585067 |
| 390 South Woods Mill Rd. |
Gulf State Credit, L.L.C. |
| Delaware |
| 36-4332209 |
| 2425 Commerce Avenue |
Jennifer Loomis & Associates, Inc. |
| Arizona |
| 95-3850888 |
| 2520 South 170th Street |
Old OSI LLC |
| Delaware |
| 80-0123678 |
| 390 South Woods Mill Rd. |
OSI Collection Services, Inc. |
| Delaware |
| 39-1314048 |
| 2520 South 170th Street |
Exact Name of Registrant as |
| State or Other |
| I.R.S. Employer |
| Address, Including Zip Code and |
OSI Education Services, Inc. |
| Wisconsin |
| 39-1357406 |
| 2520 South 170th Street |
OSI Outsourcing Services International, Inc. |
| Wisconsin |
| 90-0209538 |
| 2520 South 170th Street |
OSI Outsourcing Services, Inc. |
| Delaware |
| 13-3861550 |
| 4275 Bridge View Drive |
OSI Portfolio Services, Inc. |
| Delaware |
| 51-0369044 |
| 2425 Commerce Avenue |
OSI Recovery Solutions, Inc. |
| Delaware |
| 43-1901709 |
| 2520 South 170th Street |
OSI SPE LLC |
| Delaware |
| None |
| c/o Outsourcing Solutions, Inc. |
OSI Support Services, Inc. |
| Wisconsin |
| 39-1133219 |
| 2520 South 170th Street |
Outsourcing Solutions Inc. |
| Delaware |
| 20-0407098 |
| 390 South Woods Mill Rd. |
Pacific Software Consulting, LLC |
| Delaware |
| 43-1917898 |
| 1580 South Main Street, Suite 105 |
PAE Leasing, LLC |
| Delaware |
| 43-1917684 |
| 4025 Woodland Park Blvd. |
Payco American International Corp. |
| Wisconsin |
| 39-1758995 |
| 2520 South 170th Street |
Perimeter Credit, L.L.C. |
| Delaware |
| 36-4332206 |
| 2425 Commerce Avenue |
Exact Name of Registrant as |
| State or Other |
| I.R.S. Employer |
| Address, Including Zip Code and |
|
|
|
|
|
| 1-800-220-2274 |
Professional Recoveries Inc. |
| Wisconsin |
| 39-1787937 |
| 2520 South 170th Street |
Qualink, Inc. |
| Wisconsin |
| 39-1758994 |
| 2520 South 170th Street |
Transworld Systems Inc. |
| California |
| 94-1728881 |
| 2235 Mercury Way, Suite 275 |
Union Settlement Administrator, Inc. |
| Delaware |
| 13-4269978 |
| c/o Outsourcing Solutions, Inc. |
Union Settlement Administrator Holdco, Inc. |
| Delaware |
| 87-0714414 |
| c/o Outsourcing Solutions, Inc. |
University Accounting Service, LLC |
| Wisconsin |
| 39-1992489 |
| 2520 South 170th Street |
Credit Receivables Corporation I |
| Delaware |
| 43-1916266 |
| 4315 Pickett Road |
Systems & Services Technologies, Inc. |
| Delaware |
| 26-0590353 |
| 1717 West 7th Street |
Tempest Recovery Services, Inc. |
| Missouri |
| 43-1816131 |
| 4315 Pickett Road |
NCOP X, LLC |
| Nevada |
| 37-1557594 |
| 2520 St. Rose Parkway, Suite 212 |
Portfolio Acquisitions, LLC |
| Delaware |
| 41-2114268 |
| 2425 Commerce Avenue |
NCOP XI, LLC |
| Nevada |
| 26-3893942 |
| 2520 St. Rose Parkway, Suite 212 |
NCOP XII, LLC |
| Nevada |
| 27-1342237 |
| 2520 St. Rose Parkway, Suite 212 |
Exact Name of Registrant as |
| State or Other |
| I.R.S. Employer |
| Address, Including Zip Code and |
|
|
|
|
|
| Henderson, NV 89074 |
Total Debt Management, Inc. |
| Georgia |
| 58-2485151 |
| 6356 Corley Road |
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 |
| 2 Rector Street, New York, N.Y. |
|
|
|
Federal Reserve Bank of New York |
| 33 Liberty Street, New York, N.Y. |
|
|
|
Federal Deposit Insurance Corporation |
| 550 17th Street, N.W. |
|
|
|
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, describe each such affiliation.
None.
3-15. Pursuant to General Instruction B of the Form T-1, no responses are included for Items 3-15 of this Form T-1 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 and the Trustee is not a foreign trustee as provided under Item 15 .
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 8th day of April, 2010.
| THE BANK OF NEW YORK MELLON | |
|
|
|
|
|
|
| By: | /s/ Mary K. Miselis |
|
| Name: Mary K. Miselis |
|
| 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 December 31, 2009, 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 |
| 2,971,000 |
|
Interest-bearing balances |
| 58,139,000 |
|
Securities: |
|
|
|
Held-to-maturity securities |
| 4,414,000 |
|
Available-for-sale securities |
| 48,838,000 |
|
Federal funds sold and securities purchased under agreements to resell: |
|
|
|
Federal funds sold in domestic offices |
| 85,000 |
|
Securities purchased under agreements to resell |
| 51,000 |
|
Loans and lease financing receivables: |
|
|
|
Loans and leases held for sale |
| 38,000 |
|
Loans and leases, net of unearned income |
| 25,990,000 |
|
LESS: Allowance for loan and lease losses |
| 475,000 |
|
Loans and leases, net of unearned income and allowance |
| 25,515,000 |
|
Trading assets |
| 4,711,000 |
|
Premises and fixed assets (including capitalized leases) |
| 1,057,000 |
|
Other real estate owned |
| 4,000 |
|
Investments in unconsolidated subsidiaries and associated companies |
| 915,000 |
|
Direct and indirect investments in real estate ventures |
| 0 |
|
Intangible assets: |
|
|
|
Goodwill |
| 4,991,000 |
|
Other intangible assets |
| 1,471,000 |
|
Other assets |
| 11,075,000 |
|
Total assets |
| 164,275,000 |
|
|
|
|
|
LIABILITIES |
|
|
|
Deposits: |
|
|
|
In domestic offices |
| 60,985,000 |
|
Noninterest-bearing |
| 30,587,000 |
|
Interest-bearing |
| 30,398,000 |
|
In foreign offices, Edge and Agreement subsidiaries, and IBFs |
| 73,119,000 |
|
Noninterest-bearing |
| 2,527,000 |
|
Interest-bearing |
| 70,592,000 |
|
Federal funds purchased and securities sold under agreements to repurchase: |
|
|
|
Federal funds purchased in domestic offices |
| 2,043,000 |
|
Securities sold under agreements to repurchase |
| 11,000 |
|
Trading liabilities |
| 5,570,000 |
|
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases) |
| 1,249,000 |
|
Not applicable |
|
|
|
Not applicable |
|
|
|
Subordinated notes and debentures |
| 3,490,000 |
|
Other liabilities |
| 4,071,000 |
|
Total liabilities |
| 150,538,000 |
|
|
|
|
|
EQUITY CAPITAL |
|
|
|
Perpetual preferred stock and related surplus |
| 0 |
|
Common stock |
| 1,135,000 |
|
Surplus (exclude all surplus related to preferred stock) |
| 8,499,000 |
|
Retained earnings |
| 5,404,000 |
|
Accumulated other comprehensive income |
| -1,665,000 |
|
Other equity capital components |
| 0 |
|
Total bank equity capital |
| 13,373,000 |
|
Noncontrolling (minority) interests in consolidated subsidiaries |
| 364,000 |
|
Total equity capital |
| 13,737,000 |
|
Total liabilities and equity capital |
| 164,275,000 |
|
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 |
| |
Robert P. Kelly | Directors | |
Catherine A. Rein |
| |
|
|
