305B2

 

 

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)

 

 

MUFG UNION BANK, N.A.

(Exact name of Trustee as specified in its charter)

 

 

94-0304228

I.R.S. Employer Identification No.

 

1251 Avenue of the Americas

New York, New York

  10020
(Address of principal executive offices)   (Zip Code)

General Counsel

MUFG Union Bank, N.A.

1251 Avenue of the Americas

New York, New York 10020

(212) 782-4009

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

 

 

Encore Capital Group, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   48-1090909

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

3111 Camino Del Rio North, Suite 103

San Diego, California

  92108
(Address of Principal Executive Offices)   (Zip Code)

 

 

Encore Capital Europe Finance Limited

(Exact name of registrant as specified in its charter)

 

 

 

Jersey  

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

3111 Camino Del Rio North, Suite 103

San Diego, California

  92108
(Address of Principal Executive Offices)   (Zip Code)

 

 

4.50% Exchangeable Senior Notes due 2023

(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.

Comptroller of the Currency

Washington, D.C.

 

  b) Whether it is authorized to exercise corporate trust powers.

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.

 

Items 3-15 Items 3-15 are not applicable.

 

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 now in effect. *

 

  2. A copy of the certificate of corporate existence of the Trustee. **

 

  3. A copy of the certificate of corporate existence and fiduciary powers of the Trustee. **

 

  4. A copy of the existing By-Laws of the Trustee, or instruments corresponding thereto. *

 

  5. A copy of each Indenture referred to in Item 4, if the obligor is in default. Not applicable.

 

  6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939. Attached as Exhibit 6.

 

  7. A copy of the latest report of condition of the Trustee published pursuant to law or the requirements of its supervising or examining authority. Attached as Exhibit 7.

 

  8. A copy of any order pursuant to which the foreign Trustee is authorized to act as sole Trustee under indentures qualified or to be qualified under the Trust Indenture Act of 1939. Not applicable.

 

  9. Foreign trustees are required to file a consent to service process of Form F-X [§269.5 of this chapter]. Not applicable.

 

* Incorporated by reference to the exhibit of the same number to the Trustee’s Form T-1 filed as exhibit 25.1 to the Form S-3ASR dated November 6, 2015 of file number 333-207870.
** Incorporated by reference to the exhibit of the same number to the Trustee’s Form T-1 filed as exhibit 25.1 to the Form S-3 dated July 30, 2013 of file number 333-190256.

 

2


SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, MUFG Union Bank, N. A., 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 Los Angeles, State of California on the 17th day of July, 2018.

 

MUFG Union Bank, N.A.
By:   /s/ Melonee Young
  Melonee Young
  Vice President

 

3

EX-99.6

EXHIBIT 6

CONSENT OF THE TRUSTEE

REQUIRED BY SECTION 321(b) OF THE ACT

July 9, 2018

Securities and Exchange Commission

Washington, D.C. 20549

Ladies and Gentlemen:

In connection with the qualification of the form of indenture among Encore Capital Group, Inc. (the “Issuing Entity), Encore Capital Europe Finance Limited and MUFG Union Bank, N.A. (the “Trustee”), the undersigned, in accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, hereby consents that reports of examinations of the undersigned by federal, state, territorial, or district authorities authorized to make such examinations may be furnished by such authorities to the Securities and Exchange Commission upon request therefor.

Sincerely,

MUFG Union Bank, N.A.

 

By:  

/s/ Melonee Young

  Melonee Young
  Vice President
EX-99.7

Exhibit 7

Page 1

CONSOLIDATED REPORT OF CONDITION OF

MUFG Union Bank, N.A.

of Los Angeles in the State of California, at the close of business March 31, 2018 published in response to call made by the Comptroller of the Currency, under Title 12, United States Code, Section 161. Charter 21541

BALANCE SHEET

 

    

Dollar Amounts in

Thousands

 

ASSETS

  

Cash and balances due from depository institutions:

  

Non-interest-bearing balances and currency and coin

   $ 1,658,642  

Interest-bearing balances

   $ 2,851,013  

Securities:

  

Held-to-maturity securities

   $ 11,393,161  

Available-for-sale securities

   $ 15,669,179  

Equity securities with readily determinable fair values not held for trading

   $ 9,633  

Federal funds sold and securities purchased under agreements to resell:

  

Federal funds sold in domestic offices

   $ —    

Securities purchased under agreements to resell

   $ —    

Loans and lease financing receivables:

  

Loans and leases held for sale

   $ 213,386  

Loans and leases, net of unearned income

   $ 79,652,752  

LESS: Allowance for loan and lease losses

   $ 427,036  

Loans and leases, net of unearned income and allowance

   $ 79,225,716  

Trading assets

   $ 769,167  

Premises and fixed assets

   $ 595,932  

Other real estate owned

   $ 75  

Investments in unconsolidated subsidiaries and associated companies

   $ 134,430  

Direct and indirect investments in real estate ventures

   $ —    

Intangible assets:

  

Goodwill

   $ 3,224,671  

Other intangible assets

   $ 296,005  

Other assets

   $ 4,871,494  
  

 

 

 

Total assets

   $ 120,912,504  
  

 

 

 


LIABILITIES

  

Deposits:

  

In domestic offices

   $ 84,486,676  

Noninterest-bearing

   $ 33,194,357  

Interest-bearing

   $ 51,292,319  

In foreign offices, Edge and Agreement subsidiaries and IBFs

   $ —    

Noninterest-bearing

   $ —    

Interest-bearing

   $ —    

Federal funds purchased and securities sold under agreements to repurchase:

  

Federal funds purchased in domestic offices

   $ —    

Securities sold under agreements to repurchase

   $ —    

Trading liabilities

   $ 418,626  

Other borrowed money

   $ 16,930,783  

Subordinated notes and debentures

   $ 750,000  

Other liabilities

   $ 1,799,200  
  

 

 

 

Total liabilities

   $ 104,385,285  
  

 

 

 

EQUITY CAPITAL

  

Perpetual preferred stock and related surplus

   $ —    

Common stock

   $ 604,577  

Surplus

   $ 9,867,482  

Retained earnings

   $ 7,203,808  

Accumulated other comprehensive income

   $ (1,249,025

Other equity capital components

   $ —    

Total bank equity capital

   $ 16,426,842  

Noncontrolling (minority) interests in consolidated subsidiaries

   $ 100,377  

Total equity capital

   $ 16,527,219  
  

 

 

 

Total liabilities and equity capital

   $ 120,912,504