EX-7.2 7 a2241686zex-7_2.htm EXHIBIT 7.2
QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 7.2

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) o



THE BANK OF NEW YORK MELLON
(Exact name of trustee as specified in its charter)

New York
(Jurisdiction of incorporation
of organization if not a
U.S. national bank)
  13-5160382
(I.R.S. Employer
Identification No.)

240 Greenwich Street New York, New York
(Address of principal executive offices)

 

10286
(Zip code)

Legal Department
The Bank of New York Mellon
240 Greenwich Street
New York, NY 10286
(212) 635-1270

(Name, address and telephone number of agent for service)



SUNCOR ENERGY INC.
(Exact name of obligor as specified in its charter)

Canada
(State or other jurisdiction of
incorporation or organization)
  98-0343201
(I.R.S. Employer
Identification No.)

150—6th Avenue S.W., P.O. Box 2844
Calgary. Alberta, Canada

(Address of principal executive offices)

 

T2P 3E3
(Zip code)



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.

Superintendent of the Department of Financial Services of the State of New York

  One State Street, New York, N.Y. 10004-1417 and Albany, N.Y. 12203

Federal Reserve Bank of New York

 

33 Liberty Plaza, New York, N.Y. 10045

Federal Deposit Insurance Corporation

 

550 17th Street, N.W.,
Washington, D.C. 20429

New York Clearing House Association

 

New York, N.Y. 10005

    (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 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 Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, formerly known as Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed as Exhibit 25.1 to Current Report on Form 8-K of Nevada Power Company, Date of Report (Date of Earliest Event Reported) July 25, 2008 (File No. 000-52378).)

    4.
    A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 with Registration Statement No. 333-155238.)

    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. 333-152856.)

    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.

2



SIGNATURE

        Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, 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 the             day of May, 2020.

    THE BANK OF NEW YORK MELLON

 

 

By:

 

/s/ TERESA WYSZOMIERSKI

        Name:   Teresa Wyszomierski
        Title:   Vice President

3



EXHIBIT 7
(Page i of ii)

Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON
of 240 Greenwich Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business March 30, 2020, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

 
  Dollar amounts
in thousands
 

ASSETS

       

Cash and balances due from depository institutions:

       

Noninterest-bearing balances and currency and coin

    4,072,000  

Interest-bearing balances

    165,889,000  

Securities:

       

Held-to-maturity securities

    37,050,000  

Available-for-sale securities

    99,180,000  

Equity securities with readily determinable fair values not held for trading

    56,000  

Federal funds sold and securities purchased under agreements to resell:

       

Federal funds sold in domestic offices

    0  

Securities purchased under agreements to resell

    13,340,000  

Loans and lease financing receivables:

       

Loans and leases held for sale

    0  

Loans and leases held for investment

    32,279,000  

LESS: Allowance for loan and lease losses

    124,000  

Loans and leases held for investment, net of allowance

    32,155,000  

Trading assets

    6,612,000  

Premises and fixed assets (including capitalized leases)

    2,967,000  

Other real estate owned

    1,000  

Investments in unconsolidated subsidiaries and associated companies

    1,680,000  

Direct and indirect investments in real estate ventures

    0  

Intangible assets:

    6,963,000  

Other assets

    17,072,000  
       

Total assets

    387,037,000  
       

LIABILITIES

       

Deposits:

       

In domestic offices

    207,668,000  

Noninterest-bearing

    96,706,000  

Interest-bearing

    110,962,000  

In foreign offices, Edge and Agreement subsidiaries, and IBFs

    130,088,000  

Noninterest-bearing

    3,997,000  

Interest-bearing

    126,091,000  

Federal funds purchased and securities sold under agreements to repurchase:

       

Federal funds purchased in domestic offices

    524,000  

Securities sold under agreements to repurchase

    3,654,000  

Trading liabilities

    5,061,000  

Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)

    3,415,000  

Not applicable

       

Not applicable

       

Subordinated notes and debentures

    0  

Other liabilities

    9,664,000  
       

Total liabilities

    360,074,000  
       

EQUITY CAPITAL

       

Perpetual preferred stock and related surplus

    0  

Common stock

    1,135,000  

Surplus (exclude all surplus related to preferred stock)

    11,489,000  

Retained earnings

    15,814,000  

Accumulated other comprehensive income

    -1,475,000  

Other equity capital components

    0  

Total bank equity capital

    26,963,000  

Noncontrolling (minority) interests in consolidated subsidiaries

    0  

Total equity capital

    26,963,000  
       

Total liabilities and equity capital

    387,037,000  
       


EXHIBIT 7
(Page ii of ii)

        I, Michael Santomassimo, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

    Michael Santomassimo
Chief Financial Officer

        We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We 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 and is true and correct.

Thomas P. Gibbons
Samuel C. Scott
Joseph J. Echevarria
      Directors



QuickLinks

SIGNATURE