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
oCheck if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2)
WILMINGTON SAVINGS FUND SOCIETY, FSB
(Exact name of trustee as specified in its charter)
| N/A | 51-0054940 |
(Jurisdiction of incorporation of organization if not a U.S.
national bank) | (I.R.S. Employer Identification Number) |
| | |
500 Delaware Avenue, 11th Floor Wilmington, DE | 19801 |
| (Address of principal executive offices) | (Zip Code) |
WILMINGTON SAVINGS FUND SOCIETY
CONTROLLERS OFFICE
500 Delaware Avenue
Wilmington, DE 19801
(302) 792-6000
(Name, address and telephone number of agent for service)
GREAT AJAX CORP.
(Exact name of obligor as specified in its charter)
| Maryland | 47-1271842 |
| (State or other jurisdiction or incorporation or organization) | (I.R.S. Employer Identification Number) |
| | |
9400 SW Beaverton-Hillsdale Hwy, Suite 131 Beaverton, OR | 97005 |
| (Address of principal executive offices) | (Zip Code) |
Debt Securities
(Title of the indenture securities)
| ITEM 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. |
Securities and Exchange Commission
Washington, DC 20549
Federal Reserve
District 3
Philadelphia, PA
Washington, DC 20549
Office of the Comptroller of the Currency
New York, NY 10173
| (b) | Whether it is authorized to exercise corporate trust powers. |
The trustee is authorized to exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.If the obligor is an affiliate of the trustee, describe each affiliation:
Based upon an examination of the books and records of the trustee and information available to the trustee, the obligor is not an affiliate of the trustee.
ITEM 16. LIST OF EXHIBITS.Listed below are all exhibits filed as part of this Statement of Eligibility and Qualification.
Exhibit 1. A copy of the articles of association of the trustee as now in effect.*
Exhibit 2. Not applicable.
Exhibit 3. Not applicable.
Exhibit 4. A copy of the existing bylaws of the trustee as now in effect.*
Exhibit 5. Not applicable.
Exhibit 6. The consents of United States institutional trustees required by Section 321(b) of the Act.*
Exhibit 7. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.**
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.
| * | Incorporated by reference to Exhibit 25.1 to Registration Statement on Form S-4 (file no. 333-211293) filed on May 11, 2016. |
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Savings Fund Society, FSB, a federal savings bank 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 Wilmington and State of Delaware on the 19th day of April, 2017.
| | | WILMINGTON SAVINGS FUND SOCIETY, FSB |
| | | |
| Attest: | /s/ Kristin Moore | | By: | /s/ Patrick J. Healy |
| Senior Vice President | | Name: Patrick J. Healy |
| | | Title: Senior Vice President |
| | | | | |
Exhibit 7
Current Report of Wilmington Savings Fund Society, FSB
| WILMINGTON SAVINGS FUND SOCIETY, FSB | FFIEC 041 |
| RSSD-ID 437914 | Report Date 12/31/2016 |
| Last Updated on 1/30/2017 | 14 |
Schedule RC - Balance Sheet
All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.
| Dollar amounts in thousands | | | |
| 1. Cash and balances due from depository institutions (from Schedule RC-A): | | | 1. |
| a. Noninterest-bearing balances and currency and coin1 | RCON0081 | 779,860 | 1.a. |
| b. Interest-bearing balances2 | RCON0071 | 42,063 | 1.b. |
| 2. Securities: | | | 2. |
| a. Held-to-maturity securities (from Schedule RC-B, column A) | RCON1754 | 164,347 | 2.a. |
| b. Available-for-sale securities (from Schedule RC-B, column D) | RCON1773 | 794,543 | 2.b. |
| 3. Federal funds sold and securities purchased under agreements to resell: | | | 3. |
| a. Federal funds sold | RCONB987 | 0 | 3.a. |
| b. Securities purchased under agreements to resell3 | RCONB989 | 0 | 3.b. |
| 4. Loans and lease financing receivables (from Schedule RC-C): | | | 4. |
| a. Loans and leases held for sale | RCON5369 | 54,782 | 4.a. |
| b. Loans and leases, net of unearned income | RCONB528 | 4,484,126 | 4.b. |
| c. LESS: Allowance for loan and lease losses | RCON3123 | 39,751 | 4.c. |
| d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) | RCONB529 | 4,444,375 | 4.d. |
| 5. Trading assets (from Schedule RC-D) | RCON3545 | 0 | 5. |
| 6. Premises and fixed assets (including capitalized leases) | RCON2145 | 48,749 | 6. |
| 7. Other real estate owned (from Schedule RC-M) | RCON2150 | 3,591 | 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 | 150,696 | 10.a. |
| b. Other intangible assets (from Schedule RC-M) | RCON0426 | 11,482 | 10.b. |
| 11. Other assets (from Schedule RC-F) | RCON2160 | 232,042 | 11. |
| 12. Total assets (sum of items 1 through 11) | RCON2170 | 6,726,530 | 12. |
| 13. Deposits: | | | 13. |
| a. In domestic offices (sum of totals of columns A and C from Schedule RC-E) | RCON2200 | 4,843,804 | 13.a. |
| 1. Noninterest-bearing4 | RCON6631 | 1,270,679 | 13.a.1. |
| 2. Interest-bearing | RCON6636 | 3,573,125 | 13.a.2. |
| b. Not applicable | | | 13.b. |
| 14. Federal funds purchased and securities sold under agreements to repurchase: | | | 14. |
| a. Federal funds purchased5 | RCONB993 | 130,000 | 14.a. |
| b. Securities sold under agreements to repurchase6 | RCONB995 | 0 | 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 | 918,386 | 16. |
| 17. Not applicable | | | 17. |
| 18. Not applicable | | | 18. |
| 19. Subordinated notes and debentures7 | RCON3200 | 0 | 19. |
| 20. Other liabilities (from Schedule RC-G) | RCON2930 | 66,730 | 20. |
| 21. Total liabilities (sum of items 13 through 20) | RCON2948 | 5,958,920 | 21. |
| 22. Not applicable | | | 22. |
| 1. | Includes cash items in process of collection and unposted debits. |
| 2. | Includes time certificates of deposit not held for trading. |
| 3. | Includes all securities resale agreements, regardless of maturity. |
| 4. | Includes total demand deposits and noninterest-bearing time and savings deposits. |
| 5. | Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, "Other borrowed money." |
| 6. | Includes all securities repurchase agreements, regardless of maturity. |
| 7. | Includes limited-life preferred stock and related surplus. |
| WILMINGTON SAVINGS FUND SOCIETY, FSB | FFIEC 041 |
| RSSD-ID 437914 | Report Date 12/31/2016 |
| Last Updated on 1/30/2017 | 15 |
| Dollar amounts in thousands | | | |
| 23. Perpetual preferred stock and related surplus | RCON3838 | 0 | 23. |
| 24. Common stock | RCON3230 | 0 | 24. |
| 25. Surplus (exclude all surplus related to preferred stock) | RCON3839 | 463,706 | 25. |
| 26. Not available | | | 26. |
| a. Retained earnings | RCON3632 | 311,522 | 26.a. |
| b. Accumulated other comprehensive income1 | RCONB530 | -7,618 | 26.b. |
| c. Other equity capital components2 | RCONA130 | 0 | 26.c. |
| 27. Not available | | | 27. |
| a. Total bank equity capital (sum of items 23 through 26.c) | RCON3210 | 767,610 | 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 | 767,610 | 28. |
| 29. Total liabilities and equity capital (sum of items 21 and 28) | RCON3300 | 6,726,530 | 29. |
Memoranda
| 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 2015 | RCON6724 | NR | M.1. |
| 2. Bank's fiscal year-end date | RCON8678 | NR | M.2. |
