EX-25.1 5 a2222805zex-25_1.htm EX-25.1

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.)

 

 

 

400 South Hope Street
Suite 400

Los Angeles, California

 

90071

(Address of principal executive offices)

 

(Zip code)

 


 

THE RYLAND GROUP, INC.

(Exact name of obligor as specified in its charter)

 

Maryland

 

52-0849948

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. employer
identification no.)

 



 

RH Builders of Indiana, Inc.

(Exact name of obligor as specified in its charter)

 

Indiana

 

35-1969234

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. employer
identification no.)

 

RH Investment of Indiana, Inc.

(Exact name of obligor as specified in its charter)

 

Indiana

 

35-1969241

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. employer
identification no.)

 

RH of Indiana, L.P.

(Exact name of obligor as specified in its charter)

 

Indiana

 

35-1968182

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. employer
identification no.)

 

RH of Texas Limited Partnership

(Exact name of obligor as specified in its charter)

 

Maryland

 

74-2664253

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. employer
identification no.)

 

Ryland Communities, Inc.

(Exact name of obligor as specified in its charter)

 

Florida

 

59-1741950

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. employer
identification no.)

 

2



 

Ryland Homes Investment-Texas, Inc.

(Exact name of obligor as specified in its charter)

 

Maryland

 

52-1816608

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. employer
identification no.)

 

Ryland Homes Nevada, LLC

(Exact name of obligor as specified in its charter)

 

Delaware

 

81-0600913

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. employer
identification no.)

 

Ryland Homes of Texas, Inc.

(Exact name of obligor as specified in its charter)

 

Texas

 

75-2473699

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. employer
identification no.)

 

Ryland Homes of Arizona, Inc.

(Exact name of obligor as specified in its charter)

 

Arizona

 

86-0785389

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. employer
identification no.)

 

Ryland Homes of California, Inc.

(Exact name of obligor as specified in its charter)

 

Delaware

 

95-2635472

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. employer
identification no.)

 

3



 

Ryland Organization Company

(Exact name of obligor as specified in its charter)

 

California

 

95-4868586

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. employer
identification no.)

 

Ryland Ventures III, Inc.

(Exact name of obligor as specified in its charter)

 

Maryland

 

52-1733016

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. employer
identification no.)

 

The Regency Organization, Inc.

(Exact name of obligor as specified in its charter)

 

Florida

 

59-2367217

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. employer
identification no.)

 

The Ryland Corporation

(Exact name of obligor as specified in its charter)

 

California

 

95-4868582

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. employer
identification no.)

 

3011 Townsgate Road, Suite 200
Westlake Village, California

 

91361-3027

(Address of principal executive offices)

 

(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 21st day of January, 2015.

 

 

 

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

 

 

 

By:

/s/

Alex Briffett

 

Name:

John A. (Alex) Briffett

 

Title:

Vice President

 

6


 

EXHIBIT 7

 

Consolidated Report of Condition of

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

of 400 South Hope Street, Suite 400, Los Angeles, CA 90071

 

At the close of business September 30, 2014, 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

 

2,482

 

Interest-bearing balances

 

286

 

Securities:

 

 

 

Held-to-maturity securities

 

0

 

Available-for-sale securities

 

644,967

 

Federal funds sold and securities purchased under agreements to resell:

 

 

 

Federal funds sold

 

178,000

 

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)

 

11,971

 

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

 

110,619

 

Other assets

 

126,482

 

Total assets

 

$

1,931,120

 

 

1



 

LIABILITIES

 

 

 

 

 

 

 

Deposits:

 

 

 

In domestic offices

 

904

 

Noninterest-bearing

904

 

 

 

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)

 

0

 

Not applicable

 

 

 

Not applicable

 

 

 

Subordinated notes and debentures

 

0

 

Other liabilities

 

257,116

 

Total liabilities

 

258,020

 

Not applicable

 

 

 

 

 

 

 

EQUITY CAPITAL

 

 

 

 

 

 

 

Perpetual preferred stock and related surplus

 

0

 

Common stock

 

1,000

 

Surplus (exclude all surplus related to preferred stock)

 

1,122,128

 

Not available

 

 

 

Retained earnings

 

549,211

 

Accumulated other comprehensive income

 

761

 

Other equity capital components

 

0

 

Not available

 

 

 

Total bank equity capital

 

1,673,100

 

Noncontrolling (minority) interests in consolidated subsidiaries

 

0

 

Total equity capital

 

1,673,100

 

Total liabilities and equity capital

 

1,931,120

 

 

I, Matthew J. McNulty, CFO 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.

 

Matthew J. McNulty

)

CFO

 

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.

 

Antonio I. Portuondo, President

)

 

William D. Lindelof, Director

)

Directors (Trustees)

Alphonse J. Briand, Director

)

 

 

2