Exhibit (d)(4)

 

 

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)

 

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

 

A National Banking Association 94-1347393
(Jurisdiction of incorporation of
organization if not a U.S. national bank)
(I.R.S. Employer
Identification No.)
   
101 North Phillips Avenue  
Sioux Falls, South Dakota 57104
(Address of principal executive offices) (Zip code)

 

Wells Fargo & Company
Law Department, Trust Section

MAC N9305-175

Sixth Street and Marquette Avenue, 17th Floor

Minneapolis, Minnesota 55479

(612) 667-4608

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

 

 

 

Owl Rock Capital Corporation

(Exact name of obligor as specified in its charter)

 

Delaware   63-0860407
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)
     
399 Park Avenue, 38th Floor    
New York, NY   10022
(Address of principal executive offices)   (Zip code)

 

 

 

Debt Securities

 

(Title of indenture securities)

 

 

 

 

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

Treasury Department

Washington, D.C.

 

Federal Deposit Insurance Corporation

Washington, D.C.

 

Federal Reserve Bank of San Francisco

San Francisco, California 94120

 

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

 

The 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 with respect to the trustee.

 

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

 

Item 15. Foreign Trustee. Not applicable.

 

Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.

 

Exhibit 1.A copy of the Articles of Association of the trustee as now in effect.*

 

Exhibit 2.A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated November 1, 2019.*

 

Exhibit 3.A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated November 1, 2019.*

 

Exhibit 4.Copy of By-laws of the trustee as now in effect.*

 

Exhibit 5. Not applicable.

 

Exhibit 6.The consent of the trustee required by Section 321(b) of the Act.

 

Exhibit 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.

 

Exhibit 8.Not applicable.

 

Exhibit 9.Not applicable.

 

*       Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit to the Filing S-3ASR dated December 20, 20190 of file number 333-235649. 

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo 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 to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York on the 9th day of July, 2020.

 

  WELLS FARGO BANK, NATIONAL ASSOCIATION
   
  /s/ Stefan Victory
  Stefan Victory
  Vice President

 

 

 

 

EXHIBIT 6

  

July 9, 2020

  

Securities and Exchange Commission

Washington, D.C. 20549

 

Gentlemen:

 

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

 

  Very truly yours,

 

  WELLS FARGO BANK, NATIONAL ASSOCIATION

  

  /s/ Stefan Victory
  Stefan Victory
  Vice President

 

 

 

 

Exhibit 7

 

Consolidated Report of Condition of

 

Wells Fargo Bank National Association

of 101 North Phillips Avenue, Sioux Falls, SD 57104

And Foreign and Domestic Subsidiaries,

at the close of business March 31, 2020, filed in accordance with 12 U.S.C. §161 for National Banks.

 

          Dollar Amounts
In Millions
 
ASSETS            
Cash and balances due from depository institutions:                
Noninterest-bearing balances and currency and coin           $ 21,745  
Interest-bearing balances             123,531  
Securities:                
Held-to-maturity securities             169,848  
Available-for-sale securities             242,111  
Equity Securities with readily determinable fair value not held for trading             122  
                 
Federal funds sold and securities purchased under agreements to resell:                
Federal funds sold in domestic offices             82  
Securities purchased under agreements to resell             58,438  
Loans and lease financing receivables:                
Loans and leases held for sale             14,855  
Loans and leases, net of unearned income     968,033          
LESS: Allowance for loan and lease losses     10,893          
Loans and leases, net of unearned income and allowance             957,140  
Trading Assets             58,848  
Premises and fixed assets (including capitalized leases)             11,733  
Other real estate owned             235  
Investments in unconsolidated subsidiaries and associated companies             13,202  
Direct and indirect investments in real estate ventures             12  
Intangible assets             32,598  
Other assets             59,196  
Total assets           $ 1,763,696  
                 
LIABILITIES                
Deposits:                
In domestic offices           $ 1,403,302  
Noninterest-bearing     452,458          
Interest-bearing     950,844          
In foreign offices, Edge and Agreement subsidiaries, and IBFs             44,243  
Noninterest-bearing     858          
Interest-bearing     43,385          
Federal funds purchased and securities sold under agreements to repurchase:                
Federal funds purchased in domestic offices             2,055  
Securities sold under agreements to repurchase             6,389  

 

 

 

 

 

    Dollar Amounts
In Millions
 
Trading liabilities     15,841  
Other borrowed money        
(Includes mortgage indebtedness and obligations under capitalized leases)     76,704  
Subordinated notes and debentures     12,499  
Other liabilities     32,411  
Total liabilities   $ 1,593,444  
         
EQUITY CAPITAL        
Perpetual preferred stock and related surplus     0  
Common stock     519  
Surplus (exclude all surplus related to preferred stock)     114,728  
Retained earnings     54,130  
Accumulated other comprehensive income     844  
Other equity capital components     0  
Total bank equity capital     170,221  
Noncontrolling (minority) interests in consolidated subsidiaries     31  
         
Total equity capital     170,252  
Total liabilities, and equity capital   $ 1,763,696  

 

I, John R. Shrewsberry, Sr. EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

 

John R. Shrewsberry

Sr. EVP & CFO

 

We, the undersigned directors, attest to the correctness of this Report of Condition 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.

 

Directors

Maria R. Morris

Theodore F. Craver, Jr.

Juan A. Pujadas