EX-25.1 11 a23975a4exv25w1.htm EXHIBIT 25.1 Exhibit 25.1
 

Exhibit 25.1
 
 
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)
WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
     
Not Applicable
(Jurisdiction of incorporation or
organization if not a U.S. national bank) 		  94-1347393
(I.R.S. Employer
Identification No.)
     
420 Montgomery Street
San Francisco, CA
(Address of principal executive offices) 		   
94163
(Zip code)
Wells Fargo & Company
Law Department, Trust Section
MAC N9305-172
Sixth and Marquette, 17th Floor
Minneapolis, MN 55479
(agent for services)
 
Skilled Healthcare Group, Inc.
(Exact name of obligor as specified in its charter)
     
Delaware
(State or other jurisdiction of
incorporation or organization) 		  95-4644784
(I.R.S. Employer
Identification No.)
     
27442 Portola Parkway, Ste 200
Foothill Ranch, CA
(Address of principal executive offices) 		   
92610
(Zip code)
 
11% SENIOR SUBORDINATED NOTES DUE 2014
(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.
 
      Comptroller of the Currency,
Treasury Department
Washington, D.C. 20230
 
      Federal Deposit Insurance Corporation
Washington, D.C. 20429
 
      Federal Reserve Bank of San Francisco
San Francisco, CA 94120
 
  (b)   Whether it is authorized to exercise corporate trust powers.
 
      The trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.
     None with respect to the trustee.
No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.
Item 15. Foreign Trustee.   Not applicable.
Item 16. List of Exhibits.     List below all exhibits filed as a part of this Statement of Eligibility. Wells Fargo Bank incorporates by reference into this Form T-1 exhibits attached hereto.
     
Exhibit 1.
  A copy of the Articles of Association of the trustee now in effect. *
 
    
Exhibit 2.
  A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated November 28, 2001. *
 
    
Exhibit 3.
  A copy of the authorization of the trustee to exercise corporate trust powers. A copy of the Comptroller of the Currency Certificate of Corporate Existence (with Fiduciary Powers) for Wells Fargo Bank, National Association, dated November 28, 2001. *
 
    
Exhibit 4.
  Copy of By-laws 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.
  Attached is 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 number 25 filed with registration statement number 333-87398.

 

 

SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo 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 to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Los Angeles and State of California on this 23rd day of April, 2007.
         
  WELLS FARGO BANK, NATIONAL ASSOCIATION
 		  
  /s/ Maddy Hall    
  Name:   Maddy Hall   
  Title:   Assistant Vice President   

 

 

         
Exhibit 6
April 23, 2007
 
Securities and Exchange Commission

Washington, D.C. 20549
Gentlemen:
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request thereof.
         
  Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION
 		  
  /s/ Maddy Hall    
  Maddy Hall   
  Assistant Vice President   

 

 

         
Consolidated Report of Condition of
Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business December 31, 2006, filed in accordance with 12 U.S.C. §161 for National Banks.
         
    Dollar Amounts  
    In Millions  
ASSETS
        
Cash and balances due from depository institutions:
        
Noninterest-bearing balances and currency and coin
   $ 15,071  
Interest-bearing balances
     1,332  
Securities:
        
Held-to-maturity securities
     0  
Available-for-sale securities
     37,720  
Federal funds sold and securities purchased under agreements to resell:
        
Federal funds sold in domestic offices
     4,141  
Securities purchased under agreements to resell
     1,130  
Loans and lease financing receivables:
        
Loans and leases held for sale
     33,751  
Loans and leases, net of unearned income
     252,936  
LESS: Allowance for loan and lease losses
     2,088  
Loans and leases, net of unearned income and allowance
     250,848  
Trading Assets
     3,060  
Premises and fixed assets (including capitalized leases)
     4,045  
Other real estate owned
     557  
Investments in unconsolidated subsidiaries and associated companies
     419  
Intangible assets
        
Goodwill
     8,995  
Other intangible assets
     18,458  
Other assets
     19,144  
 
      
Total assets
   $ 398,671  
 
      
 
        
LIABILITIES
        
Deposits:
        
In domestic offices
   $ 272,350  
Noninterest-bearing
     76,347  
Interest-bearing
     196,003  
In foreign offices, Edge and Agreement subsidiaries, and IBFs
     39,196  
Noninterest-bearing
     12  
Interest-bearing
     39,184  
Federal funds purchased and securities sold under agreements to repurchase:
        
Federal funds purchased in domestic offices
     4,271  
Securities sold under agreements to repurchase
     5,631  

 

 

         
    Dollar Amounts  
    In Millions  
Trading liabilities
     2,145  
Other borrowed money
        
(includes mortgage indebtedness and obligations under capitalized leases)
     7,119  
Subordinated notes and debentures
     10,164  
Other liabilities
     17,464  
 
      
 
        
Total liabilities
   $ 358,340  
 
        
Minority interest in consolidated subsidiaries
     61  
 
        
EQUITY CAPITAL
        
Perpetual preferred stock and related surplus
     0  
Common stock
     520  
Surplus (exclude all surplus related to preferred stock)
     24,751  
Retained earnings
     14,549  
Accumulated other comprehensive income
     450  
Other equity capital components
     0  
 
      
 
        
Total equity capital
     40,270  
 
      
 
        
Total liabilities, minority interest, and equity capital
   $ 398,671  
 
      
I, Karen B. Nelson, Vice President of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.
Karen B. Nelson
Vice President
We, the undersigned directors, attest to the correctness of this Report of Condition 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.
Avid Modijtabai
John Stumpf
Carrie Tolstedt		  
Directors