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

 

x Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2)

 

 

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

     

Paula Oswald

U.S. Bank National Association

633 W. 5^TH Street, 24^th Floor

Los Angeles, CA 90071

(213) 615-6043

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

 

B. Riley Financial, Inc.
(Exact name of obligor as specified in its charter)

 

Delaware		27-0223495
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

21255 Burbank Blvd, Suite 400 Woodland Hills, California		91367
(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.

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 June 30, 2016 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.

 

 

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 Los Angeles, California on the 24th day of October, 2016.

 

	By:	/s/ Paula Oswald
		Paula Oswald
		Vice President

 

 

Exhibit 2

 

Office of the Comptroller of the Currency

 Washington, DC 20219

 

CERTIFICATE OF CORPORATE EXISTENCE

 

I, Thomas J. Curry, Comptroller of the Currency, do hereby certify that:

 

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

 

2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this certificate.

 

	IN TESTIMONY WHEREOF, today.
	June 15, 2016, I have hereunto
	subscribed my name and caused my seal
	of office to be affixed to these presents at
	the U.S. Department of the Treasury, in
	the City of Washington, District of
	Columbia.
	Comptroller of the Currency

 

 

Exhibit 3

 

Office of the Comptroller of the Currency

Washington, DC 20219

 

CERTIFICATION OF FIDUCIARY POWERS

 

I, Thomas J. Curry, Comptroller of the Currency, do hereby certify that:

 

1. The Office of the Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

 

2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat. 668, 12 USC 92a, and that the authority so granted remains in full force and effect on the date of this certificate.

 

	IN TESTIMONY WHEREOF, today,
	June 15, 2016, 1 have hereunto subscribed
	my name and caused my seal of office to be
	affixed to these presents at the U.S.
	Department of the Treasury, in the City of
	Washington, District of Columbia.
	Comptroller of the Currency

 

 

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:  October 24, 2016
By:	/s/ Paula Oswald
	Paula Oswald
	Vice President

 

 

Exhibit 7

 

U.S. Bank National Association

Statement of Financial Condition

As of 6/30/2016

 

($000’s)

 

		6/30/2016
Assets
Cash and Balances Due From Depository Institutions		$	14,010,590
Securities			108,246,267
Federal Funds			68,244
Loans & Lease Financing Receivables			268,104,901
Fixed Assets			5,866,910
Intangible Assets			12,591,165
Other Assets			24,574,630
Total Assets		$	433,462,707
Liabilities
Deposits		$	327,848,275
Fed Funds			1,179,456
Treasury Demand Notes			0
Trading Liabilities			2,172,890
Other Borrowed Money			40,280,996
Acceptances			0
Subordinated Notes and Debentures			3,800,000
Other Liabilities			13,036,463
Total Liabilities		$	388,318,080
Equity
Common and Preferred Stock			18,200
Surplus			14,266,915
Undivided Profits			30,049,363
Minority Interest in Subsidiaries			810,149
Total Equity Capital		$	45,144,627
Total Liabilities and Equity Capital		$	433,462,707