EX-25.1 21 nt10017308x1_ex25-1.htm EXHIBIT 25.1

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)           [X]

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

New York
(Jurisdiction of incorporation
if not a U.S. national bank)
13-5160382
(I.R.S. Employer Identification No.)
   
240 Greenwich Street, New York, N.Y.
(Address of principal executive offices)
10286
(Zip code)

MERCADOLIBRE, INC.
(See table of guarantors further below)

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
98-0212790
(I.R.S. Employer Identification No.)
   
Pasaje Posta 4789, 6th floor
Buenos Aires, Argentina
(Address of principal executive offices)
C1430EKG
(Zip code)

Guaranteed Debt Securities
(Title of the indenture securities)

TABLE OF GUARANTORS

Exact name of Guarantor as specified in its charter
State or other jurisdiction of incorporation or organization
I.R.S. Employer Identification Number
Address and telephone number of principal executive offices
MercadoLibre S.R.L.
Argentina
98-1045729
Av. Caseros 3039, 2nd. floor, Buenos Aires City, Argentina. C1264AAK.
(+54) 11 5 168 3000
Ibazar.com Atividades de Internet Ltda.
Brazil
N/A
Avenida das Nações Unidas, 3.003, Bonfim, Osasco, São Paulo. 06233-903.
(+55) (11) 2543-4177
EBazar.com.br Ltda.
Brazil
N/A
Avenida das Nações Unidas, 3.003, Bonfim, Osasco, São Paulo. 06233-903.
(+55) (11) 2543-4177
Mercado Envios Serviços de Logistica Ltda.
Brazil
N/A
Avenida das Nações Unidas, 3.003, Bonfim, Osasco, São Paulo. 06233-903.
(+55) (11) 2543-4177
MercadoPago.com Representações Ltda.
Brazil
N/A
Avenida das Nações Unidas, 3.003, Bonfim, Osasco, São Paulo. 06233-903.
(+55) (11) 2543-4177
MercadoLibre Chile Ltda.
Chile
N/A
Av. Apoquindo N° 4800, Tower 2, Floor 21, Las Condes, Santiago, Chile. 7560969.
(+56) 224112701
MercadoLibre, S. de R.L. de C.V.
Mexico
98-1244779
Av. Insurgentes Sur 1602, Floor 9 Col. Crédito Constructor, Ciudad de México. 03940.
(+52) 55 49737300
DeRemate.com de México, S. de R.L. de C.V.
Mexico
98-1246148
Av. Insurgentes Sur 1602, Floor 9 Col. Crédito Constructor, Ciudad de México. 03940.
(+52) 55 49737300
MercadoLibre Colombia Ltda.
Colombia
N/A
Carrera 17, Number 93 - 09 Floor 3. Bogotá D.C., Colombia. 110221.
(+57) (1) 7053050




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
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. 12223
Federal Reserve Bank of New York
33 Liberty Street
New York, N.Y. 10045
Federal Deposit Insurance Corporation
550 17th Street, NW
Washington, D.C. 20429
The Clearing House Association L.L.C.
100 Broad Street
New York, N.Y. 10004


(b)
Whether it is authorized to exercise corporate trust powers.

Yes.

2.
Affiliations with Obligor.

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

None.

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, itself formerly 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 with Registration Statement No. 333-152735).


4.
A copy of the existing By-laws of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-229494).


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. 333-229519).


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, 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 28th day of December, 2020.

 
THE BANK OF NEW YORK MELLON
     
 
By:
/s/ Rita Duggan
   
Name: Rita Duggan
   
Title: Vice President


EXHIBIT 7

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 September 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.

ASSETS
 
Dollar amounts in thousands
 
       
Cash and balances due from depository institutions:
     
Noninterest-bearing balances and currency and coin
   
3,375,000
 
Interest-bearing balances
   
125,187,000
 
Securities:
       
Held-to-maturity securities
   
46,090,000
 
Available-for-sale securities
   
105,272,000
 
Equity securities with readily determinable fair values not held for trading
   
59,000
 
Federal funds sold and securities purchased under agreements to resell:
       
   Federal funds sold in domestic offices
   
0
 
   Securities purchased under agreements to resell
   
12,267,000
 
Loans and lease financing receivables:
       
Loans and leases held for sale
   
0
 
Loans and leases held for investment
   
25,615,000
 
LESS: Allowance for loan and lease losses
   
282,000
 
Loans and leases held for investment, net of allowance
   
25,333,000
 
Trading assets
   
5,862,000
 
Premises and fixed assets (including capitalized leases)
   
3,088,000
 
Other real estate owned
   
1,000
 
Investments in unconsolidated subsidiaries and associated companies
   
1,682,000
 
Direct and indirect investments in real estate ventures
   
0
 
Intangible assets
   
6,994,000
 
Other assets
   
14,222,000
 
Total assets
   
349,432,000
 




LIABILITIES
     
Deposits:
     
In domestic offices
   
183,179,000
 
Noninterest-bearing
   
76,884,000
 
Interest-bearing
   
106,295,000
 
In foreign offices, Edge and Agreement subsidiaries, and IBFs
   
117,493,000
 
Noninterest-bearing
   
7,195,000
 
Interest-bearing
   
110,298,000
 
Federal funds purchased and securities sold under agreements to repurchase:
       
   Federal funds purchased in domestic offices          .
   
39,000
 
   Securities sold under agreements to repurchase
   
6,963,000
 
Trading liabilities
   
2,599,000
 
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)
   
1,111,000
 
Not applicable
       
Not applicable
       
Subordinated notes and debentures
   
0
 
Other liabilities
   
8,968,000
 
Total liabilities
   
320,352,000
 
EQUITY CAPITAL
       
Perpetual preferred stock and related surplus
   
0
 
Common stock
   
1,135,000
 
Surplus (exclude all surplus related to preferred stock)
   
11,538,000
 
Retained earnings
   
16,605,000
 
Accumulated other comprehensive income
   
-198,000
 
Other equity capital components
   
0
 
Total bank equity capital
   
29,080,000
 
Noncontrolling (minority) interests in consolidated subsidiaries
   
0
 
Total equity capital
   
29,080,000
 
Total liabilities and equity capital
   
349,432,000
 



I, Emily Portney, 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.

Emily Portney
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