EX-25.1 6 ex_342950.htm EXHIBIT 25.1 ex_342950.htm

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)

_______________________________________________________

 

UMB BANK, NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

 

44-0194180

I.R.S. Employer Identification No.

 

1010 Grand Blvd.

Kansas City, Missouri

64106

(Address of principal executive offices)

(Zip Code)

 

Mauri J. Cowen

UMB BANK, NATIONAL ASSOCIATION

5555 San Felipe, Suite 870

Houston, Texas 77056

(713) 300-0587

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

 

NexPoint Real Estate Finance, Inc.

(Issuer with respect to the Securities)

Maryland

84-2178264

(State or other jurisdiction of incorporation or organization)

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

   

 

2515 McKinney Avenue, Suite 1100

Dallas, Texas

75201

(Address of Principal Executive Offices)

(Zip Code)

 

 

Senior Notes

(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.

The Comptroller of the Currency

Mid-Western District
2345 Grand Avenue, Suite 700
Kansas City, Missouri 64108

Federal Reserve Bank of Kansas City
Federal Reserve P.O. Station
Kansas City, Missouri 64198

Supervising Examiner
Federal Deposit Insurance Corporation
720 Olive Street, Suite 2909
St. Louis, Missouri 63101

 

 

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

 

Item 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 (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-74008).

 

 

2.

Certificate of Authority from the Comptroller of the Currency evidencing a change of the corporate title of the Association (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-74008).

 

 

3.

Certificate from the Comptroller of the Currency evidencing authority to exercise corporate trust powers and a letter evidencing a change of the corporate title of the Association (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-74008).

 

 

4.

Bylaws, as amended of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-74008).

 

 

 

 

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 (Exhibit 6 to Registration Statement No. 333-74008).

 

 

7.

Report of Condition of the Trustee as of June 30, 2018 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

 

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, UMB 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 Houston, State of Texas on the 3rd of March, 2022.

 

  By:      /s/ Shazia Flores  
   

Shazia Flores

Vice President

 

 

 

 

 

Exhibit 7

 

Umb Bank, National Association - FDIC Certificate Number: 8273 Submitted to CDR on 01/28/2022 at 02:25 PM

Consolidated Report of Condition for Insured Banks

and Savings Associations for December 31, 2021

 

FFIEC 031

Page 17 of 89

RC-1

 

All schedules are to be reported in thousands of dollars.  Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.

 

Schedule RCBalance Sheet

 

Dollar Amounts in Thousands

RCFD

Amount

 
Assets      
1. Cash and balances due from depository institutions (from Schedule RC-A):      
a. Noninterest-bearing balances and currency and coin (1)

0081

413,212

 1.a.
b. Interest-bearing     balances     (2)

0071

8,811,903

 1.b.
2. Securities:      
a. Held-to-maturity securities (from Schedule RC-B, column A) (3)

JJ34

1,478,476

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

1773

11,976,466

 2.b.
c. Equity securities with readily determinable fair values not held for trading (4)

JA22

23,415

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

a. Federal funds sold

 

  RCON

B987

0

 3.a.
b. Securities purchased under agreements to resell (5,6)

 

  RCFD

B989

1,215,666

 3.b.

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

RCFD

   
a. Loans and leases held for sale

5369

1,277

 4.a.
b. Loans and leases held for investment B528 17,170,843      4.b.
c. LESS: Allowance for loan and lease losses (7) 3123 194,771      4.c.

d. Loans and leases held for investment, net of allowance (item 4.b minus 4.c)

B529

16,976,072

 4.d.
5. Trading   assets   (from   Schedule   RC-D)

3545

27,935

 5.
6. Premises and fixed assets (including capitalized leases)

2145

214,844

 6.
7. Other real estate owned (from Schedule RC-M)

2150

0

 7.
8. Investments in unconsolidated subsidiaries and associated companies

2130

0

 8.
9. Direct and indirect investments in real estate ventures

3656

0

 9.
10. Intangible   assets   (from   Schedule   RC-M)

2143

148,154

 10.
11. Other assets   (from   Schedule   RC-F)   (6)

2160

1,104,865

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

2170

42,392,285

 12.
Liabilities      
13. Deposits:

RCON

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

2200

35,809,744

 13.a.
(1)     Noninterest-bearing     (8) RCON 6631 16,552,459      13.a.1.
(2)         Interest-bearing RCON 6636 19,257,285      13.a.2.

b. In foreign offices, Edge and Agreement subsidiaries, and IBFs

     

RCFN

   
(from Schedule RC-E, Part II)

2200

0

 13.b.
(1)     Noninterest-bearing     RCFN 6631 0      13.b.1
(2)     Interest-bearing RCFN 6636 0      13.b.2
14. Federal funds purchased and securities sold under agreements to repurchase:      

a. Federal funds purchased in domestic offices (9)

 

  RCON

B993

12,597

 14.a.
b. Securities sold under agreements to repurchase (10)

 

  RCFD

B995

3,225,838

 14.b.
15. Trading liabilities   (from   Schedule   RC-D)

 

  RCFD

3548

0

 15.
16. Other borrowed money (includes mortgage indebtedness) (from Schedule RC-M)

 

  RCFD

3190

0

 16.

 


1.

Includes cash items in process of collection and unposted debits.

2.

Includes time certificates of deposit not held for trading.

3.

Institutions that have adopted ASU 2016-13 should report in item 2.a amounts net of any applicable allowance for credit losses, and item 2.a should equal Schedule RC-B, item 8, column A, less Schedule RI-B, Part II, item 7, column B.

4.

Item 2.c is to be completed by all institutions. See the instructions for this item and the Glossary entry for "Securities Activities" for further detail on accounting for investments in equity securities.

5.

Includes all securities resale agreements, regardless of maturity.

6.

Institutions that have adopted ASU 2016-13 should report in items 3.b and 11 amounts net of any applicable allowance for credit losses.

7.

Institutions that have adopted ASU 2016-13 should report in item 4.c the allowance for credit losses on loans and leases.

8.

Includes noninterest-bearing, demand, time, and savings deposits.

9.

Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, "Other borrowed money."

10.

Includes all securities repurchase agreements, regardless of maturity.

 

Reporting Period: December 31, 2021 January 28, 2022   2:45 PM
 

Umb Bank, National Association - FDIC Certificate Number: 8273

Submitted to CDR on 01/28/2022 at 02:25 PM

Schedule RCContinued

 

FFIEC 031

Page 18 of 89

RC-1

 

Dollar Amounts in Thousands

RCFD

Amount

 

Liabilities - continued

17. and 18. Not applicable

   
19.   Subordinated   notes   and   debentures   (1)

3200

0

 19.
20.   Other   liabilities   (from   Schedule   RC-G)

2930

373,879

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

2948

39,422,058

 21.
22. Not applicable      

Equity Capital

Bank Equity Capital

   
23. Perpetual   preferred   stock   and   related   surplus

3838

0

 23.
24.      Common       stock

3230

21,250

 24.
25. Surplus (excludes all surplus related to preferred stock)

3839

849,822

 25.
26.    a.     Retained     earnings

3632

1,967,146

 26.a.
b.   Accumulated   other   comprehensive   income   (2)

B530

132,009

 26.b.
c.   Other   equity   capital   components   (3)

A130

0

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

3210

2,970,227

 27.a.
b. Noncontrolling   (minority) interests   in   consolidated   subsidiaries

3000

0

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

G105

2,970,227

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

3300

42,392,285

 29.

 

Memoranda

 

To be reported with the March Report of Condition.

 

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 2020

RCFD

Number

 

6724

NR

 M.1.

 

1a = An integrated audit of the reporting institution's financial statements and its internal control over financial reporting conducted in accordance with the standards of the American Institute of Certified Public Accountants (AICPA) or the Public Company Accounting Oversight Board (PCAOB) by an independent public accountant that submits a report on the institution

1b = An audit of the reporting institution's financial statements only conducted in accordance with the auditing standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the institution

2a = An integrated audit of the reporting institution's parent holding company's consolidated financial statements and its internal control over financial reporting conducted in accordance with the standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the consolidated holding company (but not on the institution separately)

2b = An audit of the reporting institution's parent holding company's consolidated financial statements only conducted in accordance with the auditing standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the consolidated holding company (but not on the institution separately)

3 = This number is not to be used

4 = Directors' examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state-chartering authority)

5 = Directors' examination of the bank performed by other external auditors (may be required by state-chartering authority)

6 = Review of the bank's financial statements by external auditors

7 = Compilation of the bank's financial statements by external auditors

8 = Other audit procedures (excluding tax preparation work) institution separately) 

9 = No external audit work

 

 

To be reported with the March Report of Condition.

2.Bank's fiscal year-end date (report the date in MMDD format)

RCFD

Number

 

8678

NR

 M.2.

 


1.

Includes limited-life preferred stock and related surplus.

2.

Includes, but is not limited to, net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, and accumulated defined benefit pension and other postretirement plan adjustments.

3.

Includes treasury stock and unearned Employee Stock Ownership Plan shares.

 

Reporting Period: December 31, 2021 January 28, 2022   2:45 PM