EX-25.2 5 nt10020423x1_ex25-2.htm EXHIBIT 25.2

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)

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)

William E. Sicking
U.S. Bank National Association
425 Walnut Street 6th Floor
Cincinnati, Ohio 45202
(513) 632-4278
(Name, address and telephone number of agent for service)

American Financial Group, Inc.
(Issuer with respect to the Securities)

Ohio
31-1544320
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)

Great American Insurance Group Tower
301 East Fourth Street
Cincinnati, Ohio
45202
(Address of Principal Executive Offices)
(Zip Code)

Subordinated Debt Securities
(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 THE 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 September 30, 2020 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.

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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 Cincinnati, State of Ohio on the 26th of February, 2021.

 
By:
/s/ Bill Sicking
   
William E. Sicking
   
Vice President

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Exhibit 2

4


Exhibit 3

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: February 26, 2021

 
By:
/s/ Bill Sicking
   
William E. Sicking
   
Vice President

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Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 12/31/2020

($000’s)

     
12/31/2020
 
Assets
     
 
Cash and Balances Due From Depository Institutions
 
$
62,424,852
 
 
Securities
   
135,372,305
 
 
Federal Funds
   
149
 
 
Loans & Lease Financing Receivables
   
299,153,643
 
 
Fixed Assets
   
7,454,095
 
 
Intangible Assets
   
12,786,750
 
 
Other Assets
   
27,582,366
 
 
Total Assets
 
$
544,774,160
 
           
Liabilities
       
 
Deposits
 
$
442,835,836
 
 
Fed Funds
   
1,175,229
 
 
Treasury Demand Notes
   
0
 
 
Trading Liabilities
   
1,036,903
 
 
Other Borrowed Money
   
29,719,033
 
 
Acceptances
   
0
 
 
Subordinated Notes and Debentures
   
3,850,000
 
 
Other Liabilities
   
14,494,315
 
 
Total Liabilities
 
$
491,385,123
 
           
Equity
       
 
Common and Preferred Stock
   
18,200
 
 
Surplus
   
14,266,915
 
 
Undivided Profits
   
38,303,668
 
 
Minority Interest in Subsidiaries
   
800,323
 
 
Total Equity Capital
 
$
53,389,106
 
           
Total Liabilities and Equity Capital
 
$
544,774,160
 
           

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