Exhibit 25.2
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) |
DEUTSCHE BANK TRUST COMPANY AMERICAS
(formerly BANKERS TRUST COMPANY)
(Exact name of trustee as specified in its charter)
NEW YORK | 13-4941247 | |
(Jurisdiction of Incorporation or | (I.R.S. Employer | |
organization if not a U.S. national bank) | Identification no.) | |
60 WALL STREET | ||
NEW YORK, NEW YORK | 10005 | |
(Address of principal executive offices) | (Zip Code) |
Deutsche Bank Trust Company Americas
Attention: Legal Department
60 Wall Street, 36th Floor
New York, New York 10005
(212) 250-7544
(Name, address and telephone number of agent for service)
HUNTINGTON BANCSHARES INCORPORATED
(Exact name of obligor as specified in its charter)
MARYLAND | 31-0724920 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) |
Huntington Center
41 South High Street
Columbus, Ohio 43287
(614) 480-2265
(Address of principal executive offices)
Jana J. Litsey, Esq.
General Counsel and Senior Executive Vice President
Huntington Bancshares Incorporated
41 South High Street
Columbus, Ohio 43287
(614) 480-2265
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a copy to:
Nicholas G. Demmo, Esq.
Mark F. Veblen, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
DEBT SECURITIES
(Title of the 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. |
Name |
Address | |
Federal Reserve Bank (2nd District) | New York, NY | |
Federal Deposit Insurance Corporation | Washington, D.C. | |
New York State Banking Department | Albany, NY |
(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
Item 3. -15. Not Applicable
Item 16. | List of Exhibits. |
Exhibit 1 - | Restated Organization Certificate of Bankers Trust Company dated August 31, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 18, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 3, 1999; and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated March 14, 2002, incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-201810. | |
Exhibit 2 - | Certificate of Authority to commence business, incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-201810. | |
Exhibit 3 - | Authorization of the Trustee to exercise corporate trust powers, incorporated herein by reference to Exhibit 3 filed with Form T-1 Statement, Registration No. 333-201810. | |
Exhibit 4 - | Existing By-Laws of Deutsche Bank Trust Company Americas, dated March 29, 2019, incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 022-29076. |
Exhibit 5 - | Not applicable. | |
Exhibit 6 - | Consent of Bankers Trust Company required by Section 321(b) of the Act, incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-201810. | |
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. |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, 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 this 30 day of July, 2019.
DEUTSCHE BANK TRUST COMPANY AMERICAS | ||
By: | /s/ Annie Jaghatspanyan | |
Name: Annie Jaghatspanyan | ||
Title: Vice President |
Board of Governors of the Federal Reserve System | OMB Number 7100-0036 | |||
Federal Deposit Insurance Corporation | OMB Number 3064-0052 | |||
Office of the Comptroller of the Currency | OMB Number 1557-0081 | |||
Approval expires March 31, 2022 | ||||
Page 1 of 87 |
Federal Financial Institutions Examination Council
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Consolidated Reports of Condition and Income for a Bank with Domestic Offices OnlyFFIEC 041 |
Report at the close of business March 31, 2019
Submission of Reports
The estimated average burden associated with this information collection is 55.71 hours per respondent and is expected to vary by institution, depending on individual circumstances. Burden estimates include the time for reviewing instructions, gathering and maintaining data in the required form, and completing the information collection, but exclude the time for compiling and maintaining business records in the normal course of a respondents activities. A Federal agency may not conduct or sponsor, and an organization (or a person) is not required to respond to a collection of information, unless it displays a currently valid OMB control number. Comments concerning the accuracy of this burden estimate and suggestions for reducing this burden should be directed to the Office of Information and Regulatory Affairs, Office of Management and Budget, Washington, DC 20503, and to one of the following: Secretary, Board of Governors of the Federal Reserve System, 20th and C Streets, NW, Washington, DC 20551; Legislative and Regulatory Analysis Division, Office of the Comptroller of the Currency, Washington, DC 20219; Assistant Executive Secretary, Federal Deposit Insurance Corporation, Washington, DC 20429.
03/2019
FFIEC 041
Page 17 of 87
RC-1
Consolidated Report of Condition for Insured Banks
and Savings Associations for March 31, 2019
All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.
Schedule RCBalance Sheet
Dollar Amounts in Thousands | RCON |
Amount |
||||||||||
Assets | ||||||||||||
1. Cash and balances due from depository institutions (from Schedule RC-A): |
||||||||||||
a. Noninterest-bearing balances and currency and coin (1) |
|
0081 | 33,000 | 1.a. | ||||||||
b. Interest-bearing balances (2) |
0071 | 16,966,000 | 1.b. | |||||||||
2. Securities: |
||||||||||||
a. Held-to-maturity securities (from Schedule RC-B, column A) (3) |
|
JJ34 | 0 | 2.a. | ||||||||
b. Available-for-sale securities (from Schedule RC-B, column D) |
|
1773 | 0 | 2.b. | ||||||||
c. Equity securities with readily determinable fair values not held for trading (4) |
|
JA22 | 5,000 | 2.c. | ||||||||
3. Federal funds sold and securities purchased under agreements to resell: |
||||||||||||
a. Federal funds sold |
B987 | 0 | 3.a. | |||||||||
b. Securities purchased under agreements to resell (5, 6) |
B989 | 13,287,000 | 3.b. | |||||||||
4. Loans and lease financing receivables (from Schedule RC-C): |
||||||||||||
a. Loans and leases held for sale |
|
5369 | 0 | 4.a. | ||||||||
b. Loans and leases held for investment |
B528 | 10,109,000 | 4.b. | |||||||||
c. LESS: Allowance for loan and lease losses |
3123 | 9,000 | 4.c. | |||||||||
d. Loans and leases held for investment, net of allowance (item 4.b minus 4.c) (7) |
|
B529 | 10,100,000 | 4.d. | ||||||||
5. Trading assets (from Schedule RC-D) |
|
3545 | 0 | 5. | ||||||||
6. Premises and fixed assets (including capitalized leases) |
|
2145 | 28,000 | 6. | ||||||||
7. Other real estate owned (from Schedule RC-M) |
|
2150 | 1,000 | 7. | ||||||||
8. Investments in unconsolidated subsidiaries and associated companies |
|
2130 | 0 | 8. | ||||||||
9. Direct and indirect investments in real estate ventures |
3656 | 0 | 9. | |||||||||
10. Intangible assets (from Schedule RC-M) |
|
2143 | 19,000 | 10. | ||||||||
11. Other assets (from Schedule RC-F) (6) |
|
2160 | 1,299,000 | 11. | ||||||||
12. Total assets (sum of items 1 through 11) |
|
2170 | 41,738,000 | 12. | ||||||||
Liabilities | ||||||||||||
13. Deposits: |
||||||||||||
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E) |
2200 | 28,602,000 | 13.a. | |||||||||
(1) Noninterest-bearing (8) |
6631 | 20,889,000 | 13.a.(1) | |||||||||
(2) Interest-bearing |
6636 | 7,713,000 | 13.a.(2) | |||||||||
b. Not applicable |
||||||||||||
14. Federal funds purchased and securities sold under agreements to repurchase: |
||||||||||||
a. Federal funds purchased (9) |
B993 | 902,000 | 14.a. | |||||||||
b. Securities sold under agreements to repurchase (10) |
B995 | 0 | 14.b. | |||||||||
15. Trading liabilities (from Schedule RC-D) |
|
3548 | 0 | 15. | ||||||||
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M) |
|
3190 | 856,000 | 16. | ||||||||
17. and 18. Not applicable |
||||||||||||
19. Subordinated notes and debentures (11) |
3200 | 0 | 19. |
1. | Includes cash items in process of collection and unposted debits. |
2. | Includes time certificates of deposit not held for trading. |
3. | Institutions that have adopted ASU 2016-13 should report in item 2.a amounts net of any applicable allowance for credit losses, and item 2.a should equal Schedule RC-B, item 8, column A, less Schedule RI-B, Part II, item 7, column B. |
4. | Item 2.c is to be completed only by institutions that have adopted ASU 2016-01, which includes provisions governing the accounting for investments in equity securities. See the instructions for further detail on ASU 2016-01. |
5. | Includes all securities resale agreements, regardless of maturity. |
6. | Institutions that have adopted ASU 2016-13 should report in items 3.b and 11 amounts net of any applicable allowance for credit losses. |
7. | Institutions that have adopted ASU 2016-13 should report in item 4.c the allowance for credit losses on loans and leases. |
8. | Includes noninterest-bearing demand, time, and savings deposits. |
9. | Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, Other borrowed money. |
10. | Includes all securities repurchase agreements, regardless of maturity. |
11. | Includes limited-life preferred stock and related surplus. |
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FFIEC 041
Page 18 of 87
RC-2
Schedule RCContinued
Dollar Amounts in Thousands | RCON | Amount | ||||||||||
Liabilitiescontinued |
||||||||||||
20. | Other liabilities (from Schedule RC-G) |
2930 | 1,977,000 | 20. | ||||||||
21. | Total liabilities (sum of items 13 through 20) |
2948 | 32,337,000 | 21. | ||||||||
22. | Not applicable |
|||||||||||
Equity Capital |
||||||||||||
Bank Equity Capital |
||||||||||||
23. | Perpetual preferred stock and related surplus |
3838 | 0 | 23. | ||||||||
24. | Common stock |
3230 | 2,127,000 | 24. | ||||||||
25. | Surplus (exclude all surplus related to preferred stock) |
3839 | 752,000 | 25. | ||||||||
26. | a. Retained earnings |
3632 | 6,523,000 | 26.a. | ||||||||
b. Accumulated other comprehensive income (1) |
B530 | (1,000 | ) | 26.b. | ||||||||
c. Other equity capital components (2) |
A130 | 0 | 26.c. | |||||||||
27. | a. Total bank equity capital (sum of items 23 through 26.c) |
3210 | 9,401,000 | 27.a. | ||||||||
b. Noncontrolling (minority) interests in consolidated subsidiaries |
3000 | 0 | 27.b. | |||||||||
28. | Total equity capital (sum of items 27.a and 27.b) |
G105 | 9,401,000 | 28. | ||||||||
29. | Total liabilities and equity capital (sum of items 21 and 28) |
3300 | 41,738,000 | 29. | ||||||||
Memoranda To be reported with the March Report of Condition. |
||||||||||||
1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2018 |
RCON | Number | ||||||||||
6724 | 2a | M.1. |
To be reported with the March Report of Condition. | RCON | Date | ||||||||||
2. Banks fiscal year-end date (report the date in MMDD format) | 8678 | 1231 | M.2. |
1. | Includes, but is not limited to, net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, and accumulated defined benefit pension and other postretirement plan adjustments. |
2. | Includes treasury stock and unearned Employee Stock Ownership Plan shares. |
03/2019