Exhibit (d)(3)
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)
WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
A National Banking Association94-1347393
(Jurisdiction of incorporation or(I.R.S. Employer
organization if not a U.S. nationalIdentification No.)
bank)
101 North Phillips Avenue
Sioux Falls, South Dakota57104
(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)
245 Park Avenue, 41st Floor
New York, New York
(Address of Principal Executive Offices)
(212) 419-3000
(Registrant’s Telephone Number, including Area Code)
_____________________________
Debt Securities
(Title of the indenture securities)
Item 1.General Information. Furnish the following information as to the trustee:
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(a) |
Name and address of each examining or supervising authority to which it is subject. |
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Comptroller of the Currency |
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Treasury Department |
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Washington, D.C. |
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Federal Deposit Insurance Corporation |
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Washington, D.C. |
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Federal Reserve Bank of San Francisco |
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San Francisco, California 94120 |
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(b) |
Whether it is authorized to exercise corporate trust powers. |
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The trustee is authorized to exercise corporate trust powers. |
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Item 2. |
Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. |
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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.
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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 now in effect.*
Exhibit 2.A copy of the Comptroller of the Currency Certificate of Corporate
Existence for Wells Fargo Bank, National Association, dated January 14, 2015.*
Exhibit 3.A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated January 6, 2014.*
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 305B2 dated March 13, 2015 of file number 333-190926.
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 30th day of May, 2018.
WELLS FARGO BANK, NATIONAL ASSOCIATION
/s/Yana Kislenko
Yana Kislenko
Vice President
EXHIBIT 6
May 30, 2018
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/Yana Kislenko
Yana Kislenko 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, 2018, 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$ 17,369
Interest-bearing balances 184,177
Securities:
Held-to-maturity securities 141,338
Available-for-sale securities 255,739
Equity Securities with readily determinable fair value not held for trading 91
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices 62
Securities purchased under agreements to resell 33,549
Loans and lease financing receivables:
Loans and leases held for sale 8,236
Loans and leases, net of unearned income 921,233
LESS: Allowance for loan and lease losses 9,937
Loans and leases, net of unearned income and allowance911,296
Trading Assets 47,470
Premises and fixed assets (including capitalized leases) 8,067
Other real estate owned 564
Investments in unconsolidated subsidiaries and associated companies 12,080
Direct and indirect investments in real estate ventures 95
Intangible assets
Goodwill 22,467
Other intangible assets 17,972
Other assets 55,960
___________
Total assets $1,716,532
LIABILITIES
Deposits:
In domestic offices $1,300,220
Noninterest-bearing 419,558
Interest-bearing 880,662
In foreign offices, Edge and Agreement subsidiaries, and IBFs 57,496
Noninterest-bearing 740
Interest-bearing 56,756
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices 8,394
Securities sold under agreements to repurchase 6,610
In Millions
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Trading liabilities 10,762
Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases) 125,409
Subordinated notes and debentures 11,864
Other liabilities 31,546
_______
Total liabilities $1,552,301
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock 519
Surplus (exclude all surplus related to preferred stock) 112,560
Retained earnings 53,885
Accumulated other comprehensive income -3,088
Other equity capital components 0
________
Total bank equity capital 163,876
Noncontrolling (minority) interests in consolidated subsidiaries 355
Total equity capital 164,231
________
Total liabilities, and equity capital $1,716,532
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
Enrique Hernandez, Jr
Federico F. Pena
James Quigley