Initial Statement of Trust Indenture (305b2)
27 October 2020 - 9:02PM
Edgar (US Regulatory)
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) x
THE BANK OF NEW YORK MELLON TRUST COMPANY,
N.A.
(Exact name of trustee as specified
in its charter)
California
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95-3571558
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(State of incorporation
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(I.R.S. employer
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if not a U.S. national bank)
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identification no.)
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400 South Hope Street, Suite 400
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Los Angeles, California
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90071
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(Address of principal executive offices)
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(Zip code)
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GENERAL FINANCE CORPORATION
(Exact name of obligors as specified
in their charters)
Delaware
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32-0163571
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. employer
identification no.)
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39 East Union Street, Pasadena, California
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91103
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(Address of registrants’ principal executive offices)
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(Zip Code)
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7.875% Senior
Notes due 2025
(Title of the indenture securities)
1.
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General information. Furnish the following information as to the Trustee:
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(a)
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Name and address of each examining or supervising
authority to which it is subject.
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Name
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Address
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Comptroller of the Currency
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Washington, D.C. 20219
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United Stated Department of the Treasury
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Federal Reserve Bank of New York
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San Francisco, CA 94105
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Federal Deposit Insurance Corporation
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Washington, D.C. 20429
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(b)
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Whether it is authorized to exercise corporate trust
powers.
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Yes.
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2.
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Affiliations with Obligor and Guarantor.
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If the obligor or guarantor is an affiliate of
the trustee, describe each such affiliation.
None.
3-15. Pursuant to General
Instruction B of the Form T-1, no responses are included for Items 3-15 of this Form T-1 because, to the best of the
Trustee’s knowledge, the obligor or the guarantor is not in default under any Indenture for which the Trustee acts as Trustee
and the Trustee is not a foreign trustee as provided under Item 15 .
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.
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 Chicago, and State of Illinois, on October 22, 2020.
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THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
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By:
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/s/
Linda Wirfel
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Name: Linda Wirfel
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Title: Vice President
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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 June 30,
2020, published in accordance with Federal regulatory authority instructions.
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Dollar
amounts
in thousands
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ASSETS
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Cash and balances due from depository institutions:
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Noninterest-bearing
balances and currency and coin
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1,667
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Interest-bearing balances
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325,776
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Securities:
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Held-to-maturity securities
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0
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Available-for-sale securities
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148,395
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Equity securities with readily
determinable fair values not held for trading
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0
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Federal funds sold and securities purchased under agreements
to resell:
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Federal funds sold in domestic
offices
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0
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Securities purchased under agreements
to resell
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0
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Loans and lease financing receivables:
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Loans and leases held for sale
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0
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Loans and leases, held for investment
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0
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LESS: Allowance for loan and
lease losses
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0
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Loans and leases held for investment,
net of allowance
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0
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Trading assets
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0
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Premises and fixed assets (including capitalized leases)
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20,997
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Other real estate owned
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0
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Investments in unconsolidated subsidiaries and associated
companies
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0
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Direct and indirect investments in real estate ventures
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0
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Intangible assets
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856,313
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Other assets
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100,715
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Total assets
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$
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1,453,863
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LIABILITIES
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Deposits:
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In domestic offices
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1,659
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Noninterest-bearing
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1,659
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Interest-bearing
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0
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Not applicable
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Federal funds purchased and securities sold under agreements
to repurchase:
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Federal funds purchased
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0
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Securities sold under agreements
to repurchase
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0
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Trading liabilities
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0
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Other borrowed money:
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(includes mortgage indebtedness and obligations under
capitalized leases)
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0
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Not applicable Not applicable
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Subordinated notes and debentures
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0
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Other liabilities
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258,356
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Total liabilities
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260,015
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Not applicable
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EQUITY CAPITAL
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Perpetual preferred stock and related surplus
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0
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Common stock
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1,000
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Surplus (exclude all surplus related to preferred stock)
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324,174
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Not available
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Retained earnings
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866,668
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Accumulated other comprehensive
income
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2,006
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Other equity capital components
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0
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Not available
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Total bank equity capital
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1,193,848
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Noncontrolling (minority) interests
in consolidated subsidiaries
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0
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Total equity capital
|
|
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1,193,848
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Total liabilities and equity capital
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1,453,863
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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.
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
|
)
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Michael P. Scott, Managing Director
|
)
|
Directors
(Trustees)
|
Kevin P. Caffrey, Managing Director
|
)
|
|
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