Exhibit (d)(5)

 

 

 

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) o

 


 

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

 

31-0841368

I.R.S. Employer Identification No.

 

800 Nicollet Mall
Minneapolis, Minnesota

 

55402

(Address of principal executive offices)

 

(Zip Code)

 

Karen R. Beard

U.S. Bank National Association

One Federal Street — 10th Floor

Boston, MA 02110

(617) 603-6565

(Name, address and telephone number of agent for service)

 

New Mountain Finance Corporation

(Issuer with respect to the Securities)

 

New York

 

27-2978010

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

787 Seventh Avenue -48th Floor
New York, NY

 

10019

(Address of Principal Executive Offices)

 

(Zip Code)

 

Debt Securities

(Title of the Indenture Securities)

 

 

 


 

FORM T-1

 

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.

 

Comptroller of the Currency

Washington, D.C.

 

b)             Whether it is authorized to exercise corporate trust powers.

 

Yes

 

Item 2.                                 AFFILIATIONS WITH OBLIGOR.  If the obligor is an affiliate of the Trustee, describe each such affiliation.

 

None

 

Items 3-15                                     Items 3-15 are not applicable 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.

 

Item 16.                          LIST OF EXHIBITS:  List below all exhibits filed as a part of this statement of eligibility and qualification.

 

1.              A copy of the Articles of Association of the Trustee.*

 

2.              A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

 

3.              A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

 

4.              A copy of the existing bylaws of the Trustee.**

 

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 Trust Indenture Act of 1939, attached as Exhibit 6.

 

7.              Report of Condition of the Trustee as of December 31, 2018 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

 


* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

 

** Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR,  Registration Number 333-199863 filed on November 5, 2014.

 

2


 

SIGNATURE

 

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Boston, Commonwealth of Massachusetts on the 12th of March, 2019.

 

 

By:

/s/ Karen R. Beard

 

 

Karen R. Beard

 

 

Vice President

 

3


 

Exhibit2 ()Office of the Comptroller of tho Currency Washington, DC 20219 CE RTIFI CATE OF CORPORATE EXISTENCE I, Joseph Otting, Com ptroller of the Currency, do hereby certify that: 1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC I , et seq, as amended, has possession, custody,and control of all records pertaining to the chartering, regulation,and supervision of all national banking associations. 2. u.s.Bank National Association," Cincinnati, Ohio (Charter No. 24}, is a national banking association formed under lhe laws of the United State.and is authorized thereunder to transact the business of banki11g on the dale of this certi ticatc. IN TESTLMONY WHBREOf, today, DecemiJer 6, 201 8, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia 4 un·ency

GRAPHIC

 

Exhibit 3 5

GRAPHIC

 

 

Exhibit 6

 

CONSENT

 

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

 

 

Dated: March 12, 2019

 

 

 

By:

/s/ Karen R. Beard

 

 

Karen R. Beard

 

 

Vice President

 

6


 

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 12/31/2018

 

($000’s)

 

 

 

12/31/2018

 

Assets

 

 

 

Cash and Balances Due From Depository Institutions

 

$

21,369,509

 

Securities

 

111,246,751

 

Federal Funds

 

101,423

 

Loans & Lease Financing Receivables

 

284,800,984

 

Fixed Assets

 

3,721,348

 

Intangible Assets

 

12,896,259

 

Other Assets

 

25,340,330

 

Total Assets

 

$

459,476,604

 

 

 

 

 

Liabilities

 

 

 

Deposits

 

$

356,297,122

 

Fed Funds

 

2,426,334

 

Treasury Demand Notes

 

0

 

Trading Liabilities

 

783,326

 

Other Borrowed Money

 

34,725,959

 

Acceptances

 

0

 

Subordinated Notes and Debentures

 

3,800,000

 

Other Liabilities

 

12,916,232

 

Total Liabilities

 

$

410,948,973

 

 

 

 

 

Equity

 

 

 

Common and Preferred Stock

 

18,200

 

Surplus

 

14,266,915

 

Undivided Profits

 

33,443,222

 

Minority Interest in Subsidiaries

 

799,294

 

Total Equity Capital

 

$

48,527,631

 

 

 

 

 

Total Liabilities and Equity Capital

 

$

459,476,604

 

 

7