EX-25.1 5 a2207001zex-25_1.htm EX-25.1
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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) o



THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)

    
(Jurisdiction of incorporation
if not a U.S. national bank)
  95-3571558
(I.R.S. employer
identification no.)

700 South Flower Street
Suite 500
Los Angeles, California

(Address of principal executive offices)

 

90017
(Zip code)



THE RYLAND GROUP, INC.
(Exact name of obligor as specified in its charter)

Maryland
(State or other jurisdiction of
incorporation or organization)
  52-0849948
(I.R.S. employer
identification no.)

Moore's Orchard, LLC
(Exact name of obligor as specified in its charter)

Maryland
(State or other jurisdiction of
incorporation or organization)

 

52-2306873
(I.R.S. employer
identification no.)

RH Builders of Indiana, Inc.
(Exact name of obligor as specified in its charter)

Indiana
(State or other jurisdiction of
incorporation or organization)

 

35-1969234
(I.R.S. employer
identification no.)

RH Investment of Indiana, Inc.
(Exact name of obligor as specified in its charter)

Indiana
(State or other jurisdiction of
incorporation or organization)

 

35-1969241
(I.R.S. employer
identification no.)

RH of Indiana, L.P.
(Exact name of obligor as specified in its charter)

Indiana
(State or other jurisdiction of
incorporation or organization)

 

35-1968182
(I.R.S. employer
identification no.)

RH of Texas Limited Partnership
(Exact name of obligor as specified in its charter)

Maryland
(State or other jurisdiction of
incorporation or organization)

 

74-2664253
(I.R.S. employer
identification no.)

Ryland Communities, Inc.
(Exact name of obligor as specified in its charter)

Florida
(State or other jurisdiction of
incorporation or organization)

 

59-1741950
(I.R.S. employer
identification no.)

Ryland Homes Investment-Texas, Inc.
(Exact name of obligor as specified in its charter)

Maryland
(State or other jurisdiction of
incorporation or organization)

 

52-1816608
(I.R.S. employer
identification no.)

2



Ryland Homes Nevada, LLC
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

 

81-0600913
(I.R.S. employer
identification no.)

Ryland Homes of Texas, Inc.
(Exact name of obligor as specified in its charter)

Texas
(State or other jurisdiction of
incorporation or organization)

 

75-2473699
(I.R.S. employer
identification no.)

Ryland Homes of Arizona, Inc.
(Exact name of obligor as specified in its charter)

Arizona
(State or other jurisdiction of
incorporation or organization)

 

86-0785389
(I.R.S. employer
identification no.)

Ryland Homes of California, Inc.
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

 

95-2635472
(I.R.S. employer
identification no.)

Ryland Organization Company
(Exact name of obligor as specified in its charter)

California
(State or other jurisdiction of
incorporation or organization)

 

95-4868586
(I.R.S. employer
identification no.)

Ryland Ventures III, Inc.
(Exact name of obligor as specified in its charter)

Maryland
(State or other jurisdiction of
incorporation or organization)

 

52-1733016
(I.R.S. employer
identification no.)

The Regency Organization, Inc.
(Exact name of obligor as specified in its charter)

Florida
(State or other jurisdiction of
incorporation or organization)

 

59-2367217
(I.R.S. employer
identification no.)

3



The Ryland Corporation
(Exact name of obligor as specified in its charter)

California
(State or other jurisdiction of
incorporation or organization)

 

95-4868582
(I.R.S. employer
identification no.)

3011 Townsgate Road, Suite 200
Westlake Village, California

(Address of principal executive offices)

 

91361-3027
(Zip code)



Senior Debt Securities
and Guarantees of Senior Debt Securities

(Title of the indenture securities)

   

4


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).

    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.

5



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 Los Angeles, and State of California, on the 25th day of January, 2012.

  THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

 

By:

 

/s/ Raymond Torres


  Name:   Raymond Torres

  Title:   Senior Associate

6



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 September 30, 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

    1,454  

Interest-bearing balances

    369  

Securities:

       

Held-to-maturity securities

    0  

Available-for-sale securities

    859,924  

Federal funds sold and securities purchased under agreements to resell:

       

Federal funds sold

    61,500  

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)

    7,949  

Other real estate owned

    0  

Investments in unconsolidated subsidiaries and associated companies

    0  

Direct and indirect investments in real estate ventures

    0  

Intangible assets:

       

Goodwill

    856,313  

Other intangible assets

    194,824  

Other assets

    136,208  
       

Total assets

  $ 2,118,541  
       

1


 
  Dollar Amounts
in Thousands
 

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

    226,429  

Total liabilities

    495,620  

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

    494,482  

Accumulated other comprehensive income

    5,919  

Other equity capital components

    0  

Not available

       

Total bank equity capital

    1,622,921  

Noncontrolling (minority) interests in consolidated subsidiaries

    0  

Total equity capital

    1,622,921  
       

Total liabilities and equity capital

    2,118,541  
       

        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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SIGNATURE
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