Exhibit 25.1
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)
BANK OF UTAH
(Exact name of trustee as specified in its charter)
| Utah | 87-0218467 | |
| (Jurisdiction of incorporation if not a U.S. national bank) | (I.R.S. employer identification no.) | |
2605 Washington Boulevard Ogden, UT | 84401 | |
| (Address of principal executive offices) | (Zip code) |
GWG HOLDINGS, INC.
(Exact name of obligor as specified in its charter)
| Delaware | 26-2222607 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification no.) | |
| 220 South Sixth Street, Suite 1200 Minneapolis, Minnesota | 55402 | |
| (Address of principal executive offices) | (Zip code) |
L Bonds
(Title of the indenture securities)
| 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 | ||
| Federal Reserve Bank of San Francisco | 120 South State Street Salt Lake City, UT 84111 | ||
| Utah Department of Financial Institutions | 324 South State Street Salt Lake City, UT 84114 |
| (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. | Items 3-15 are not applicable. |
| 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 incorporation of the Trustee, incorporated by reference to Exhibit 1 of Form T-1 filed by the Bank of Utah on September 30, 2011. |
| 2. | A copy of certificate of authority of the Trustee to commence business, incorporated by reference to Exhibit 2 of Form T-1 filed by the Bank of Utah on September 30, 2011. |
| 3. | Authorization of the Trustee to exercise corporate trust powers was granted under the articles of incorporation of the Trustee, incorporated by reference to Exhibit 1 of Form T-1 filed by the Bank of Utah on September 30, 2011. |
| 4. | A copy of the existing bylaws of the Trustee. Not applicable. |
| 5. | A copy of each Indenture referred to in Item 4. Not applicable. |
| 6. | The consent of the Trustee required by Section 321(b) of the Act, incorporated by reference to Exhibit 6 of Form T-1 filed by the Bank of Utah on September 30, 2011. |
| 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, incorporated by reference to Exhibit 7 of this Form T-1. |
| 8. | A copy of any order pursuant to which the foreign trustee is authorized to act as sole trustee under indentures qualified or to be qualified under the Act. Not applicable. |
| 9. | Consent to service of process on Form F-X. Not applicable. |
| 2 |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1931, the trustee, Bank of Utah, a corporation organized and existing under the laws of Utah, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Salt Lake City, and State of Utah, on the 30th day of October, 2017.
| BANK OF UTAH | ||
| By: | /s/ John Thomas | |
| Name: | John Thomas | |
| Title: | Vice President | |
| 3 |
Exhibit 7
Report of Condition of Trustee as of the Quarter Ended September 30, 2017
Schedule RC - Balance Sheet
| BANK OF UTAH | FFIEC 051 |
| RSSD-ID 933975 | Quarter End Date September 30, 2017 |
| Last Updated on October 27, 2017 | 13 |
Dollar amounts in thousands
| 1. | |||
| 1. Cash and balances due from depository institutions (from Schedule RC-A): | |||
| a. Noninterest-bearing balances and currency and coin | RCON0081 | 21,737 | 1.a. |
| b. Interest-bearing balances | RCON0071 | 153,539 | 1.b. |
| 2. Securities: | 2. | ||
| a. Held-to-maturity securities (from Schedule RC-B, column A) | RCON1754 | 12,528 | 2.a. |
| b. Available-for-sale securities (from Schedule RC-B, column D) | RCON1773 | 130,490 | 2.b. |
| 3. Federal funds sold and securities purchased under agreements to resell: | 3. | ||
| a. Federal funds sold | RCONB987 | 3,609 | 3.a. |
| b. Securities purchased under agreements to resell | RCONB989 | 0 | 3.b. |
| 4. Loans and lease financing receivables (from Schedule RC-C): | 4. | ||
| a. Loans and leases held for sale | RCON5369 | 18,613 | 4.a. |
| b. Loans and leases, net of unearned income | RCONB528 | 853,966 | 4.b. |
| c. LESS: Allowance for loan and lease losses | RCON3123 | 11,608 | 4.c. |
| d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) | RCONB529 | 843,358 | 4.d. |
| 5. Trading assets (from Schedule RC-D) | RCON3545 | 0 | 5. |
| 6. Premises and fixed assets (including capitalized leases) | RCON2145 | 14,305 | 6. |
| 7. Other real estate owned (from Schedule RC-M) | RCON2150 | 0 | 7. |
| 8. Investments in unconsolidated subsidiaries and associated companies | RCON2130 | 0 | 8. |
| 9. Direct and indirect investments in real estate ventures | RCON3656 | 0 | 9. |
| 10. Intangible assets: | 10. | ||
| a. Goodwill | RCON3163 | 5,894 | 10.a. |
| b. Other intangible assets (from Schedule RC-M) | RCON0426 | 203 | 10.b. |
| 11. Other assets (from Schedule RC-F) | RCON2160 | 38,958 | 11. |
| 12. Total assets (sum of items 1 through 11) | RCON2170 | 1,243,234 | 12. |
| 13. Deposits: | 13. | ||
| a. In domestic offices (sum of totals of columns A and C from Schedule RC-E) | RCON2200 | 1,032,099 | 13.a. |
| 1. Noninterest-bearing | RCON6631 | 404,112 | 13.a.1. |
| 2. Interest-bearing | RCON6636 | 627,987 | 13.a.2. |
| b. Not applicable | 13.b. | ||
| 14. Federal funds purchased and securities sold under agreements to repurchase: | 14. | ||
| a. Federal funds purchased | RCONB993 | 0 | 14.a. |
| b. Securities sold under agreements to repurchase | RCONB995 | 50,860 | 14.b. |
| 15. Trading liabilities (from Schedule RC-D) | RCON3548 | 0 | 15. |
| 16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M) | RCON3190 | 0 | 16. |
| 17. Not applicable | 17. | ||
| 18. Not applicable | 18. | ||
| 19. Subordinated notes and debentures | RCON3200 | 0 | 19. |
| 20. Other liabilities (from Schedule RC-G) | RCON2930 | 9,222 | 20. |
| 21. Total liabilities (sum of items 13 through 20) | RCON2948 | 1,092,181 | 21. |
| 22. Not applicable | 22. | ||
| 23. Perpetual preferred stock and related surplus | RCON3838 | 0 | 23. |
| 24. Common stock | RCON3230 | 3,656 | 24. |
| 25. Surplus (exclude all surplus related to preferred stock) | RCON3839 | 8,534 | 25. |
| 26. Not available | 26. | ||
| a. Retained earnings | RCON3632 | 139,096 | 26.a. |
| b. Accumulated other comprehensive income | RCONB530 | -233 | 26.b. |
| c. Other equity capital components | RCONA130 | 0 | 26.c. |
| 27. Not available | 27. | ||
| a. Total bank equity capital (sum of items 23 through 26.c) | RCON3210 | 151,053 | 27.a. |
| b. Noncontrolling (minority) interests in consolidated subsidiaries | RCON3000 | 0 | 27.b. |
| 28. Total equity capital (sum of items 27.a and 27.b) | RCONG105 | 151,053 | 28. |
| 29. Total liabilities and equity capital (sum of items 21 and 28) | RCON3300 | 1,243,234 | 29. |
| 1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2013 | RCON6724 | NR | M.1. |
| 2. Bank's fiscal year-end date | RCON8678 | NR | M.2 |
