Encompass Health Corp - FORM 10-Q - EX-25.1 - EXHIBIT 25.1 - October 28, 2014

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EX-32.2 - EXHIBIT 32.2 - Encompass Health Corphls10q93014ex322.htm
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EX-32.1 - EXHIBIT 32.1 - Encompass Health Corphls10q93014ex321.htm
EX-31.1 - EXHIBIT 31.1 - Encompass Health Corphls10q93014ex311.htm
10-Q - 10-Q - Encompass Health Corphls10q93014.htm


Exhibit 25.1

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
(Jurisdiction of incorporation of
organization if not a U.S. national bank)
 
 
94-1347393
(I.R.S. Employer Identification No.)


 
 
 
 
101 North Phillips Avenue
Sioux Falls, South Dakota
(Address of principal executive offices)

 
 
57104
(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)
_____________________________

HealthSouth Corporation
(Exact name of obligor as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)


 
 
63-0860407
(I.R.S. Employer Identification No.)

 
 
 
 
3660 Grandview Parkway, Suite 200
Birmingham, Alabama
(Address of principal executive offices)

 
 
35243
(Zip code)


_____________________________
Debt Securities
and Guarantees of Debt Securities
(Title of the indenture securities)







GUARANTORS
 
 
Exact Name of Guarantor as Specified in its Charter and Address, Including Zip Code, and Telephone Number, Including Area Code of Guarantor’s Principal Executive Offices*
State or other
Jurisdiction of
Incorporation or
Organization
I.R.S.
Employer
Identification
Number
Advantage Health, LLC
Delaware
04-2772046
CMS Jonesboro Rehabilitation, Inc.
Delaware
62-1347455
CMS Topeka Rehabilitation, Inc.
Delaware
74-2498820
Continental Medical of Arizona, Inc.
Delaware
25-1622263
Continental Medical Systems, Inc.
Delaware
51-0287965
Continental Rehabilitation Hospital of Arizona, Inc.
Delaware
25-1622264
HealthSouth Arizona Real Estate, LLC
Delaware
45-2816261
HealthSouth Aviation, LLC
Delaware
26-2558709
HealthSouth Bakersfield Rehabilitation Hospital, LLC
Delaware
63-1184845
HealthSouth California Real Estate, LLC
Delaware
46-0772862
HealthSouth Colorado Real Estate, LLC
Delaware
45-2973710
HealthSouth Deaconess Holdings, LLC
Delaware
45-4093563
HealthSouth East Valley Rehabilitation Hospital, LLC
Delaware
26-2942698
HealthSouth Harmarville Rehabilitation Hospital, LLC
Delaware
52-1960506
HealthSouth Johnson City Holdings, LLC
Delaware
46-5136877
HealthSouth Joint Ventures Holdings, LLC
Delaware
45-3462275
HealthSouth Kansas Real Estate, LLC
Delaware
45-5092337
HealthSouth Kentucky Real Estate, LLC
Delaware
27-5440425
HEALTHSOUTH LTAC of Sarasota, Inc.
Delaware
63-1283287
HealthSouth Littleton Rehabilitation, LLC
Delaware
45-4929357
HealthSouth Martin County Holdings, LLC
Delaware
45-4094041
HealthSouth East Valley Rehabilitation Hospital, LLC
Delaware
26-2942698
HealthSouth Middletown Rehabilitation Hospital, LLC
Delaware
27-3463026
HealthSouth Nevada Real Estate, LLC
Delaware
46-3643875
HealthSouth New Mexico Real Estate, LLC
Delaware
46-3662902
HealthSouth Northern Kentucky Rehabilitation Hospital, LLC
Delaware
63-1184835
HealthSouth Ohio Real Estate, LLC
Delaware
45-4508186
HealthSouth Owned Hospitals Holdings, LLC
Delaware
27-2457679
HealthSouth Pennsylvania Real Estate, LLC
Delaware
46-3458365
HealthSouth Plano Rehabilitation Hospital, LLC
Delaware
25-1661222
HealthSouth Properties, LLC
Delaware
63-1133453
HealthSouth Real Estate, LLC
Delaware
27-2811002
HealthSouth Real Property Holding, LLC
Delaware
63-1044004
HealthSouth Rehabilitation Center of New Hampshire, Inc.
Delaware
63-1102594
HEALTHSOUTH Rehabilitation Center, Inc.
South Carolina
57-0775688
HealthSouth Rehabilitation Hospital at Drake, LLC
Delaware
45-1441844
HealthSouth Rehabilitation Hospital of Arlington, LLC
Delaware
63-1184844
HealthSouth Rehabilitation Hospital of Austin, Inc.
Delaware
63-1105908
HealthSouth Rehabilitation Hospital of Beaumont, LLC
Delaware
25-1656648
HealthSouth Rehabilitation Hospital of Charleston, LLC
South Carolina
57-0904886
HealthSouth Rehabilitation Hospital of Cypress, LLC
Delaware
27-3444511
HealthSouth Rehabilitation Hospital of Desert Canyon, LLC
Delaware
27-2457834
HealthSouth Rehabilitation Hospital of Fort Worth, LLC
Texas
63-0923506
HealthSouth Rehabilitation Hospital of Fredericksburg, LLC
Delaware
20-0949793




HealthSouth Rehabilitation Hospital of Gadsden, LLC
Delaware
27-4000610
HealthSouth Rehabilitation Hospital of Henderson, LLC
Delaware
63-1262946
HealthSouth Rehabilitation Hospital of Humble, LLC
Delaware
46-4003807
HealthSouth Rehabilitation Hospital of Largo, LLC
Delaware
63-1134645
HealthSouth Rehabilitation Hospital of Las Vegas, LLC
Delaware
25-1693810
HEALTHSOUTH Rehabilitation Hospital of Manati, Inc.
Delaware
20-1151662
HealthSouth Rehabilitation Hospital of Marion County, LLC
Delaware
27-3308405
HealthSouth Rehabilitation Hospital of Mechanicsburg, LLC
Delaware
63-1105923
HealthSouth Rehabilitation Hospital of Miami, LLC
Delaware
27-5253818
HealthSouth Rehabilitation Hospital of Midland/Odessa, LLC
Delaware
63-1105911
HealthSouth Rehabilitation Hospital of Modesto, LLC
Delaware
46-4417320
HealthSouth Rehabilitation Hospital of New Mexico, LLC
Delaware
63-1011171
HealthSouth Rehabilitation Hospital of Newnan, LLC
Delaware
27-3390540
HealthSouth Rehabilitation Hospital of Northern Virginia, LLC
Delaware
26-1159764
HealthSouth Rehabilitation Hospital of Petersburg, LLC
Delaware
20-0948362
HealthSouth Rehabilitation Hospital of San Juan, Inc.
Delaware
46-0977422
HealthSouth Rehabilitation Hospital of Sarasota, LLC
Delaware
63-1134650
HealthSouth Rehabilitation Hospital of Seminole County, LLC
Delaware
45-2905189
HealthSouth Rehabilitation Hospital of Sewickley, LLC
Delaware
63-1227351
HealthSouth Rehabilitation Hospital of South Jersey, LLC
Delaware
26-2414472
HealthSouth Rehabilitation Hospital of Sugar Land, LLC
Delaware
27-2810882
HealthSouth Rehabilitation Hospital of Tallahassee, LLC
Delaware
63-1134713
HealthSouth Rehabilitation Hospital of Texarkana, Inc.
Delaware
63-1105916
HealthSouth Rehabilitation Hospital of Utah, LLC
Delaware
63-1105917
HealthSouth Rehabilitation Hospital The Woodlands, Inc.
Delaware
63-1105909
HealthSouth Rehabilitation Institute of San Antonio, Inc.
Delaware
63-1105930
HealthSouth Rehabilitation Institute of Tucson, LLC
Alabama
63-1184847
HealthSouth Scottsdale Rehabilitation Hospital, LLC
Delaware
63-1184846
HealthSouth Sea Pines Holdings, LLC
Delaware
45-4093483
HealthSouth South Carolina Real Estate, LLC
Delaware
46-3629300
HealthSouth Specialty Hospital of North Louisiana, LLC
Louisiana
72-1091113
HealthSouth Sub-Acute Center of Mechanicsburg, LLC
Delaware
63-1105903
HealthSouth Sunrise Rehabilitation Hospital, LLC
Delaware
63-1134714
HealthSouth Support Companies, LLC
Delaware
46-2882734
HealthSouth Texas Real Estate, LLC
Delaware
27-3167838
HealthSouth Tucson Holdings, LLC
Delaware
45-4055073
HealthSouth Utah Real Estate, LLC
Delaware
46-3649491
HealthSouth Valley of the Sun Rehabilitation Hospital, LLC
Delaware
63-1184848
HealthSouth Walton Rehabilitation Hospital, LLC
Delaware
46-1318969
HealthSouth West Virginia Real Estate, LLC
Delaware
27-4647272
HEALTHSOUTH of Dothan, Inc.
Alabama
63-1097851
HealthSouth of East Tennessee, LLC
Delaware
63-1028003
HealthSouth of Erie, LLC
Delaware
63-1105904
HealthSouth of Fort Smith, LLC
Delaware
63-1105919
HEALTHSOUTH of Montgomery, Inc.
Alabama
63-1106107
HEALTHSOUTH of Nittany Valley, Inc.
Delaware
63-1105924
HealthSouth of Pittsburgh, LLC
Delaware
63-1105926
HealthSouth of Reading, LLC
Delaware
72-1397929
HEALTHSOUTH of South Carolina, Inc.
Delaware
63-0974715




HEALTHSOUTH of Spring Hill, Inc.
Delaware
63-1244181
HealthSouth of Toms River, LLC
Delaware
63-1105897
HEALTHSOUTH of Treasure Coast, Inc.
Delaware
63-1105921
HealthSouth of York, LLC
Delaware
63-1105925
HEALTHSOUTH of Yuma, Inc.
Delaware
95-4895912
Lakeshore System Services of Florida, Inc.
Florida
63-1119356
Lakeview Rehabilitation Group Partners
Kentucky
25-1573943
New England Rehabilitation Management Co., LLC
New Hampshire
02-0393832
Print Promotions Group, LLC
Delaware
46-2863772
Rebound, LLC
Delaware
62-1178229
Rehab Concepts Corp.
Delaware
25-1650793
Rehabilitation Hospital Corporation of America, LLC
Delaware
23-2655290
Rehabilitation Hospital of Colorado Springs, Inc.
Delaware
25-1612420
Rehabilitation Hospital of Nevada-Las Vegas, Inc.
Delaware
25-1694347
Rehabilitation Hospital of Plano, LLC
Texas
25-1612423
Rehabilitation Institute of Western Massachusetts, LLC
Massachusetts
04-2987822
Sherwood Rehabilitation Hospital, Inc.
Delaware
25-1604215
Southern Arizona Regional Rehabilitation Hospital, L.P.
Delaware
25-1654947
Tarrant County Rehabilitation Hospital, Inc.
Texas
25-1587575
Tyler Rehabilitation Hospital, Inc.
Texas
25-1667731
Western Medical Rehab Associates, L.P.
Delaware
33-0695017
Western Neuro Care, Inc.
Delaware
94-3030235
*
All Registrants have the following principal executive offices:
c/o HealthSouth Corporation
3660 Grandview Parkway, Suite 200
Birmingham, Alabama 35243
(205) 967-7116
 





 
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 13, 2013.**

Exhibit 3.
A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated November 13, 2013.**

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 25.1 to the Form S-3/A dated December 30, 2013 of Chase Issuance Trust, file number 333-192048.

**    Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25.1 to the Form S-3/A dated December 30, 2013 of Chase Issuance Trust, file number 333-192048.

*** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25.1 to the Form S-3/A dated December 30, 2013 of Chase Issuance Trust, file number 333-192048.




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 Atlanta and State of Georgia on the 13th day of October 2014.




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







EXHIBIT 6




October 13, 2014



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 June 30, 2014, 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
Interest-bearing balances

$ 20,183
  210,191

Securities:
Held-to-maturity securities
Available-for-sale securities
30,108
212,699

Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices
Securities purchased under agreements to resell

118
20,279

Loans and lease financing receivables:
Loans and leases held for sale
Loans and leases, net of unearned income
LESS: Allowance for loan and lease losses
Loans and leases, net of unearned income and allowance
25,789

784,428
11,341
773,087

Trading Assets
35,111

Premises and fixed assets (including capitalized leases)
7,503

Other real estate owned
4,003

Investments in unconsolidated subsidiaries and associated companies
760

Direct and indirect investments in real estate ventures
3

Intangible assets
Goodwill
Other intangible assets

21,627
20,078

Other assets
55,289

Total assets
___________
$1,436,828



LIABILITIES
 
Deposits:
In domestic offices
Noninterest-bearing
Interest-bearing
In foreign offices, Edge and Agreement subsidiaries, and IBFs
Noninterest-bearing
Interest-bearing

$1,033,620
283,808
749,812
102,345
746
101,599

Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices
Securities sold under agreements to repurchase



14,477
15,687

                
Dollar Amounts
In Millions
_______________

Trading liabilities
14,382

Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases)
65,797

Subordinated notes and debentures
19,868

Other liabilities
29,113

Total liabilities
___________
$1,295,289





EQUITY CAPITAL
 
Perpetual preferred stock and related surplus
0

Common stock
519

Surplus (exclude all surplus related to preferred stock)
103,060

Retained earnings
33,449

Accumulated other comprehensive income
4,364

Other equity capital components
0
________

Total bank equity capital
141,392

Noncontrolling (minority) interests in consolidated subsidiaries
147

 



Total equity capital
141,539

 
 
Total liabilities, and equity capital
________
$1,436,828





I, John R. Shrewsberry, 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
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.
John Stumpf
Timothy Sloan
Avid Modjtabai

Directors






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