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)

 

 

THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)

 

 

 

California   95-3571558

(State of incorporation

if not a U.S. national bank)

 

(I.R.S. employer

identification no.)

333 South Hope Street, Suite 2525
Los Angeles, California
  90071
(Address of principal executive offices)   (Zip code)

 

 

HUNTINGTON BANCSHARES INCORPORATED

(Exact name of obligors as specified in their charters)

 

 

 

Maryland   31-0724920

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

41 South High Street

Columbus, Ohio

  43287
(Address of registrants’ principal executive offices)   (Zip Code)

 

 

Debt securities

(Title of the indenture securities)

 

 

 


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

Comptroller of the Currency

United Stated Department of the Treasury

   Washington, D.C. 20219
Federal Reserve Bank of San Francisco    San Francisco, CA 94105
Federal Deposit Insurance Corporation    Washington, D.C. 20429

 

  (b)

Whether it is authorized to exercise corporate trust powers.

Yes.

 

2.

Affiliations with Obligor and Guarantor.

If the obligor or guarantor is an affiliate of the trustee, describe each such affiliation.

None.

 

3-15.

Pursuant to General Instruction B of the Form T-1, no responses are included for Items 3-15 of this Form T-1 because, to the best of the Trustee’s knowledge, the obligor or the guarantor is not in default under any Indenture for which the Trustee acts as Trustee and the Trustee is not a foreign trustee as provided under Item 15.

 

16.

List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1.    A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).

2.    A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

3.    A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).

4.    A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-162713).

6.    The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).

7.    A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.


SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a 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 Los Angeles, and State of California, on March 14, 2022.

 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
By:  

/s/ Mark A. Golder

  Name:   Mark A. Golder
  Title:   Vice President


EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

of 333 South Hope Street, Suite 2525, Los Angeles, CA 90071

At the close of business December 31, 2021, published in accordance with Federal regulatory authority instructions.

 

     Dollar amounts
in thousands
 
ASSETS   
Cash and balances due from depository institutions:   

Noninterest-bearing balances and currency and coin

     1,603  

Interest-bearing balances

     397,503  
Securities:   

Held-to-maturity securities

     0  

Available-for-sale debt securities

     51,107  

Equity securities with readily determinable fair values not held for trading

     0  
Federal funds sold and securities   

purchased under agreements to resell:

  

Federal funds sold in domestic offices

     0  

Securities purchased under agreements to resell

     0  
Loans and lease financing receivables:   

Loans and leases held for sale

     0  

Loans and leases, held for investment

     0  

LESS: Allowance for loan and lease losses

     0  

Loans and leases held for investment, net of allowance

     0  
Trading assets      0  
Premises and fixed assets (including capitalized leases)      19,483  
Other real estate owned      0  
Investments in unconsolidated subsidiaries and associated companies      0  
Direct and indirect investments in real estate ventures      0  
Intangible assets      856,313  
Other assets      90,124  
  

 

 

 
Total assets    $ 1,416,133  
  

 

 

 

 

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LIABILITIES   
Deposits:   

In domestic offices

     876  

Noninterest-bearing

     876  

Interest-bearing

     0  
Federal funds purchased and securities   

sold under agreements to repurchase:

  

Federal funds purchased in domestic offices

     0  

Securities sold under agreements to repurchase

     0  
Trading liabilities      0  
Other borrowed money:   
(includes mortgage indebtedness and obligations under capitalized leases)      0  
Not applicable   
Not applicable   
Subordinated notes and debentures      0  
Other liabilities      275,893  
Total liabilities      276,769  
Not applicable   
EQUITY CAPITAL   
Perpetual preferred stock and related surplus      0  
Common stock      1,000  
Surplus (exclude all surplus related to preferred stock)      324,786  
Not available   

Retained earnings

     813,129  

Accumulated other comprehensive income

     449  
Other equity capital components      0  
Not available   

Total bank equity capital

     1,139,364  

Noncontrolling (minority) interests in consolidated subsidiaries

     0  
Total equity capital      1,139,364  
  

 

 

 
Total liabilities and equity capital      1,416,133  
  

 

 

 

I, Matthew J. McNulty, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

 

Matthew J. McNulty

  )   

CFO

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date 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.

 

Antonio I. Portuondo, President

  )     

Michael P. Scott, Managing Director

  )      Directors (Trustees)

Kevin P. Caffrey, Managing Director

  )     

 

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