EX-99.(D)(5) 2 a2240652zex-99_d5.htm EX-99.(D)(5)

Exhibit (d)(5)

 

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) o


U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)

31-0841368
I.R.S. Employer Identification No.

800 Nicollet Mall
Minneapolis, Minnesota
(Address of principal executive offices)
 
55402
(Zip Code)

Karen R. Beard
U.S. Bank National Association
One Federal Street — 10th Floor
Boston, MA 02110
(617) 603-6565
(Name, address and telephone number of agent for service)

New Mountain Finance Corporation
(Issuer with respect to the Securities)

New York
(State or other jurisdiction of
incorporation or organization)
 
27-2978010
(I.R.S. Employer
Identification No.)

787 Seventh Avenue — 48th Floor
New York, New York
(Address of Principal Executive Offices)
 
10019
(Zip Code)

Debt Securities
(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.

          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 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.*

    2.
    A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

    3.
    A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

    4.
    A copy of the existing bylaws of the Trustee.**

    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 Trust Indenture Act of 1939, attached as Exhibit 6.

    7.
    Report of Condition of the Trustee as of March 31, 2020 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

   

*
Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

**
Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR, Registration Number 333-199863 filed on November 5, 2014.

2

SIGNATURE

          Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. 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 Boston, Commonwealth of Massachusetts on the 18th of May, 2020.


 
 
By:
 
/s/ KAREN R. BEARD
 Karen R. Beard
 Vice President

3

Exhibit 2

GRAPHIC

4

Exhibit 3

GRAPHIC

5

Exhibit 6
CONSENT

          In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: May 18, 2020


 
 
By:
 
/s/ KAREN R. BEARD
 Karen R. Beard
 Vice President

6

Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 3/31/2020
($000's)

 
   3/31/2020  

Assets

        

Cash and Balances Due From Depository Institutions

   $ 46,699,020  

Securities

     122,149,987  

Federal Funds

     2,807  

Loans & Lease Financing Receivables

     316,711,655  

Fixed Assets

     9,075,777  

Intangible Assets

     12,477,802  

Other Assets

     26,012,043  
​ ​ ​ ​ ​

Total Assets

   $ 533,129,091  

Liabilities

    
 		  

Deposits

   $ 405,823,094  

Fed Funds

     1,428,527  

Treasury Demand Notes

     0  

Trading Liabilities

     1,392,214  

Other Borrowed Money

     55,078,404  

Acceptances

     0  

Subordinated Notes and Debentures

     3,850,000  

Other Liabilities

     14,338,298  
​ ​ ​ ​ ​

Total Liabilities

   $ 481,910,537  

Equity

    
 		  

Common and Preferred Stock

     18,200  

Surplus

     14,266,915  

Undivided Profits

     36,132,907  

Minority Interest in Subsidiaries

     800,532  
​ ​ ​ ​ ​

Total Equity Capital

   $ 51,218,554  

Total Liabilities and Equity Capital

  
$
533,129,091		  

7