Attached files

file filename
S-1/A - AMENDMENT NO. 4 TO FORM S-1 - GWG Holdings, Inc.d196798ds1a.htm
EX-5.1 - EXHIBIT 5.1 - GWG Holdings, Inc.d196798dex51.htm
EX-23.1 - CONSENT OF MAYER HOFFMAN MCCANN P.C. - GWG Holdings, Inc.d196798dex231.htm

Exhibit 25

 

 

 

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)

 

 

BANK OF UTAH

(Exact name of trustee as specified in its charter)

 

 

 

Utah   87-0218467

(Jurisdiction of incorporation or

organization if not a U.S. national bank)

 

(I.R.S. employer

identification no.)

200 E. South Temple, Suite 210

Salt Lake City, Utah

  84111
(Address of principal executive offices)   (Zip code)

 

 

GWG HOLDINGS, INC.

(Exact name of obligor as specified in its charter)

 

 

 

Delaware   26-2222607

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

220 South Sixth Street, Suite 1200

Minneapolis, Minnesota

  55402
(Address of principal executive offices)   (Zip code)

 

 

Renewable Secured Debentures

(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.

 

Name

    Address  

Federal Reserve Bank of San Francisco

   

120 South State Street

Salt Lake City, UT 84111

 

Utah Department of Financial Institutions

   

324 South State Street

Salt Lake City, UT 84114-6800

 

 

  (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 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 incorporation of the Trustee, incorporated by reference to Exhibit 1 of Form T-1.

 

  2.

A copy of certificate of authority of the Trustee to commence business, incorporated by reference to Exhibit 2 of Form T-1.

 

  3.

Authorization of the Trustee to exercise corporate trust powers was granted under the articles of incorporation of the Trustee, incorporated by reference to Exhibit 1 of Form T-1.

 

  4.

A copy of the existing bylaws of the Trustee. Not applicable.

 

  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 Act, incorporated by reference to Exhibit 6 of Form T-1.

 

  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, incorporated by reference to Exhibit 7 of Form T-1.


SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1931, the trustee, Bank of Utah, a corporation organized and existing under the laws of Utah, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Salt Lake City, and State of Utah, on the 30th day of September, 2011.

 

BANK OF UTAH

By:

 

       /s/ C. Scott Nielsen

Name:

 

  C. Scott Nielsen

Title:

 

  Vice President


Exhibit 1

ARTICLES OF INCORPORATION OF BANK OF UTAH

KNOW ALL MEN BY THESE PRESENTS:

That we, the undersigned, who are desirous of associating ourselves together for the purpose of forming a Corporation under the laws of the State or Utah, have, for this purpose, adopted and do hereby adopt, certify, agree and declare the following to be our Articles of Incorporation and Agreement, to wit:

ARTICLE I

The name of the Corporation hereby formed shall be BANK OF UTAH.

ARTICLE II

The principal place of business of the corporation shall be at Ogden, Weber County, State of Utah, but the corporation may operate branches and conduct business at such other places in the State of Utah as it may be authorized by law.

ARTICLE III

The purposes for which the corporation is organized are to own, conduct enter into and carry on a general banking business, including both commercial and savings bank departments; to act as assignee, agent, receiver, guardian of the estates of minors and incompetent persons, executor and administrator, registrar of stocks and bonds, and to execute trusts of every description not inconsistent with law, and to exercise all rights and powers conferred by law on banking corporations, trust companies and banks, including such incidental powers as may be necessary for the carrying on of such business.

ARTICLE IV

The corporation shall continue in existence perpetually.

ARTICLE V

The amount of the Capital Stock of this bank shall continue to be the sum of Two Million, Two Hundred Thirty-One Thousand Seven Hundred Eighty Dollars ($2,231,780.00), but the same shall be divided into One Hundred Eleven Thousand Five Hundred Eighty-Nine (111,589) shares of Capital Stock, having a par value of Twenty Dollars ($20.00).

ARTICLE VI

The number and kind of officers and directors of this corporation shall be as follows:

A Board of Directors consisting of not less than seven (7) nor more than twenty (20) members. The number of the present Board of Directors is fourteen (14) and the names and addresses of such present directors who will serve as such until the next annual meeting of the shareholders, and until their successors are elected and qualify, are as follows:


No person shall be eligible to election as a director of this Bank unless he is a stockholder of the Bank, owning in his own right shares thereof of the par value of at least Five Hundred Dollars ($500.00), and any director who shall, during the term of office, cease to be a stockholder of this corporation, in his own right, of the amount of stock aforesaid, shall automatically cease to be a Director of the Bank and his office shall then become vacant.

The officers of this Corporation shall consist of a President, one or more Vice Presidents, as may be prescribed by the Bylaws, a Secretary, an Assistant Secretary, a Cashier and such other officers and assistant officers as may be deemed necessary, each of whom shall be elected or appointed by the Board of Directors at such time and in such manner as may be prescribed by the Bylaws. Any two or more Offices may be held by the same person, except the offices of President and Secretary and Assistant Secretary shall not be held by the same person. All officers and agents of the corporation as between themselves and the corporation shall have such authority and perform such duties in the management of the corporation as may be provided in the Bylaws or as may be determined by resolution of the Board of Directors not inconsistent with the Bylaws.

ARTICLE VII

The individual and private property of the stockholders of this corporation shall not be liable for the debts or obligations of the corporation.

ARTICLE VIII

Shareholders shall not have pre-emptive rights to acquire additional shares of stock of the corporation.

ARTICLE IX

Regulation and management of the affairs of the corporation shall be as provided in the Bylaws as from time to time adopted or amended by the Board of Directors or stockholders in accordance with law.

ARTICLE X

The address of the present registered office of the corporation is 2641 Washington Boulevard, Odgen, Utah, and the name of its registered agent at such address is William W. Beutler.

ARTICLE XI

The corporation may indemnify any director or officer or any former director or officer of the corporation or any person who is serving or has served at the request of the corporation as a director or officer of another corporation, against reasonable expenses, judgments, decrees, fines, penalties or amounts paid in settlement actually and necessarily incurred by him in connection with the defense of any pending or threatened action, suit, or proceeding, criminal or civil, to


which he is or may be made a party by reason of being or having been such director or officer, provided it is determined in the manner hereinafter set forth (a) that such director or officer was not, and has not been adjudicated to have been, negligent or guilty of misconduct in the performance of his duty to the corporation of which he is or was a director or officer, (b) that he acted in good faith in what he reasonably believed to be the best interest of such corporation, (c) that, in any matter the subject of a criminal action, suit or proceeding, he had no reasonable cause to believe that his conduct was unlawful, and (d) in case of settlement, that the amount paid in the settlement was reasonable. Such determination shall be made either (i) by the directors of the Corporation acting at a meeting at which a quorum consisting of directors who are not parties to or threatened with any such action, suit or proceeding is present, or (ii) by independent legal counsel selected by the directors of the Corporation (who may be the regular counsel of the Corporation) in a written opinion.

Expenses with respect to any pending or threatened action, suit or proceeding may be advanced by the Corporation prior to the final disposition thereof, upon receipt of an undertaking by or on behalf of the recipient to repay such amounts unless it shall ultimately be determined that he is entitled to indemnification hereunder.

The indemnity hereinabove provided for shall not be deemed to be exclusive of (a) any other rights to which any person may be entitled under the articles, the regulations, any agreements, any insurance purchased by the Corporation, vote of shareholders or otherwise; or of (b) the power of the Corporation which is hereby granted, to indemnify any person who is or who was an employee of the Corporation or of another corporation which he is serving or has served at the request of the Corporation, to the same extent and in the same situations and subject to the same determinations as are hereinabove set for the with respect to a director or officer. The corporation may purchase and maintain insurance on behalf of any person who is or was serving at the request of the Corporation as a director, officer, or employee of another corporation against any liability asserted against him or incurred by him in any such capacity or arising out of his status as such whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article.


Exhibit 2

 

LOGO

  

Utah Department of Commerce

 

Division of Corporations & Commercial Code

160 East 300 South, 2nd Floor, PO Box 146705

Salt Lake City, UT 84114-6705

Service Center: (801) 530-4849

Toll Free: (877) 526-3994 Utah Residents

Fax: (801) 530-6438

Web Site: http://www.commerce.utah.gov

  

07/05/2011

567732-014207052011-235579

 

 

 

CERTIFICATE OF EXISTENCE

 

Registration Number:

   567732-0142   

Business Name:

   BANK OF UTAH   

Registered Date:

   February 05, 1952   

Entity Type:

   Corporation – Domestic – Profit   

Current Status:

   Good Standing   

The Division of Corporation and Commercial Code of the State of Utah, custodian of the records of business registrations, certifies that the business entity on this certificate is authorized to transact business and was duly registered under the laws of the State of Utah. The Division also certifies that this entity has paid all fees and penalties owed to this state; its most recent annual report has been filed by the Division (unless Delinquent); and, that Articles of Dissolution have not been filed.

 

LOGO

  

LOGO

  

 

Kathy Berg

Director

Division of Corporations and Commercial Code

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Exhibit 6

CONSENT

Pursuant to the requirements of Section 321 (b) of the Trust Indenture Act of 1939, as amended, Bank of Utah hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor.

Dated: October 4, 2011

 

BANK OF UTAH

By:

 

       /s/ C. Scott Nielson

Name:

 

  C. Scott Nielson

Title:

 

  Vice President


Exhibit 7

Consolidated Report of Condition and Income for June 30, 2011

Schedule RC - Balance Sheet

 

     Dollar amounts in thousands  

1. Cash and balances due from depository institutions (from Schedule RC-A):

     

a. Noninterest-bearing balances and currency and coin

     RCON0081         13,732   

b. Interest-bearing balances

     RCON0071         80,297   

2. Securities:

     

a. Held-to-maturity securities (from Schedule RC-B, column A)

     RCON1754         31,256   

b. Available-for-sale securities (from Schedule RC-B, column D)

     RCON1773         108,265   

3. Federal funds sold and securities purchased under agreements to resell:

     

a. Federal funds sold

     RCONB987         16,212   

b. Securities purchased under agreements to resell

     RCONB989         0   

4. Loans and lease financing receivables (from Schedule RC-C):

     

a. Loans and leases held for sale

     RCON5369         6,402   

b. Loans and leases, net of unearned income

     RCONB528         423,182   

c. LESS: Allowance for loan and lease losses

     RCON3123         11,024   

d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c)

     RCONB529         412,158   

5. Trading assets (from Schedule RC-D)

     RCON3545         0   

6. Premises and fixed assets (including capitalized leases)

     RCON2145         12,076   

7. Other real estate owned (from Schedule RC-M)

     RCON2150         4,027   

8. Investments in unconsolidated subsidiaries and associated companies

     RCON2130         0   

9. Direct and indirect investments in real estate ventures

     RCON3656         0   

10. Intangible assets:

     

a. Goodwill

     RCON3163         5,894   

b. Other intangible assets (from Schedule RC-M)

     RCON0426         0   

11. Other assets (from Schedule RC-F)

     RCON2160         26,514   

12. Total assets (sum of items 1 through 11)

     RCON2170         716,833   

13. Deposits:

     

a. In domestic offices (sum of totals of columns A and C from Schedule RC-E)

     RCON2200         578,388   

1. Noninterest-bearing

     RCON6631         27,452   

2. Interest-bearing

     RCON6636         550,936   

b. Not applicable

     

14. Federal funds purchased and securities sold under agreements to repurchase:

     

a. Federal funds purchased

     RCONB993         0   

b. Securities sold under agreements to repurchase

     RCONB995         40,083   

15. Trading liabilities (from Schedule RC-D)

     RCON3548         0   

16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M)

     RCON3190         5,680   

17. Not applicable

     

18. Not applicable

     

19. Subordinated notes and debentures

     RCON3200         0   

20. Other liabilities (from Schedule RC-G)

     RCON2930         5,177   

21. Total liabilities (sum of items 13 through 20)

     RCON2948         629,328   

22. Not applicable

     

23. Perpetual preferred stock and related surplus

     RCON3838         0   

24. Common stock

     RCON3230         3,656   

25. Surplus (exclude all surplus related to preferred stock)

     RCON3839         4,644   

26. Not available

     

a. Retained earnings

     RCON3632         78,203   

b. Accumulated other comprehensive income

     RCONB530         1,002   

c. Other equity capital components

     RCONA130         0   

27. Not available

     

a. Total bank equity capital (sum of items 23 through 26.c)

     RCON3210         87,505   

b. Noncontrollng (minority) interests in consolidated subsidiaries

     RCON3000         0   

28. Total equity capital (sum of items 27.a and 27.b)

     RCONG105         87,505   

29. Total liabilities and equity capital (sum of items 21 and 28)

     RCON3300         716,833   

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 2010

     RCON6724         NR   

2. Bank’s fiscal year-end date

     RCON8678         NR