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) ☒
 


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)

David W. Doucette
U.S. Bank National Association
One Federal Street
Boston, MA 02110
(617) 603-6534
(Name, address and telephone number of agent for service)

Meta Financial Group, Inc.
(Issuer with respect to the Securities)
Delaware
42-1406262
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)

5501 South Broadband Lane
Sioux Falls, South Dakota
 
57108
(Address of Principal Executive Offices)
(Zip Code)

% Fixed-to-Floating Rate Subordinated Notes Due 2026
(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, 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.
 
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 5th of August, 2016.

 
By:
/s/ David W. Doucette
 
   
David W. Doucette
   
Vice President
 
3

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,
 
 
 
December 4, 2015, 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.
   
 
4

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,
 
 
 
December 4, 2015, 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.
 
 
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: August 5, 2016

 
By:
/s/ David W. Doucette
 
   
David W. Doucette
   
Vice President
 
6

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
 
 
 
7