EX-25.1 25 d946454dex251.htm EX-25.1 EX-25.1

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)

 

 

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

 

 

 

A National Banking Association   94-1347393

(Jurisdiction of incorporation or

organization if not a U.S. national bank)

 

(I.R.S. Employer

Identification No.)

101 North Phillips Avenue

Sioux Falls, South Dakota

  57104
(Address of principal executive offices)   (Zip code)

Wells Fargo & Company Law Department, Trust Section

MAC N9305-175

Sixth Street and Marquette Avenue, 17th Floor

Minneapolis, Minnesota 55479

(612) 667-4608

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

 

 

IHS Inc.

(Exact name of obligor as specified in its charter)

 

 

 

Delaware   13-3769440

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

15 Inverness Way East

Englewood, Colorado

  80112
(Address of principal executive offices)   (Zip code)

 

 

5.000% Senior Notes due 2022

and Guarantees of 5.000% Senior Notes due 2022

(Title of the indenture securities)

 

 

 


GUARANTORS

 

Exact Name of Obligor as

Specified in its Charter

  

State or Other
Jurisdiction of
Incorporation or
Organization

  

I.R.S. Employer

Identification Number

    

Address of Principal Executive Offices

IHS Holding Inc.

   Delaware    13-3425968     

c/o IHS Inc., 15 Inverness Way East,

Englewood, Colorado 80112

IHS Global Inc.

   Delaware    22-2721160     

c/o IHS Inc., 15 Inverness Way East,

Englewood, Colorado 80112

R.L. Polk & Co.

   Delaware    38-0934730     

c/o IHS Inc., 15 Inverness Way East,

Englewood, Colorado 80112

CARFAX, Inc.

   Pennsylvania    25-1465303     

c/o CARFAX, Inc., 5860 Trinity Parkway, Centreville, VA 20120


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

Treasury Department

Washington, D.C.

Federal Deposit Insurance Corporation

Washington, D.C.

Federal Reserve Bank of San Francisco

San Francisco, California 94120

 

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

The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee. Not applicable.

Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.

 

Exhibit 1. A copy of the Articles of Association of the trustee as now in effect.*
Exhibit 2. A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated January 14, 2015.*
Exhibit 3. A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated January 6, 2014.*
Exhibit 4. Copy of By-laws of the trustee as now in effect.*
Exhibit 5. Not applicable.
Exhibit 6. The consent of the trustee required by Section 321(b) of the Act.
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.

 

* Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit to the Filing 305B2 dated March 13, 2015 of Navient Funding, LLC and Navient Credit Funding, LLC, file number 333-190926.


SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo 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 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 30th day of June 2015.

 

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Julius R. Zamora

Julius R. Zamora
Vice President


EXHIBIT 6

June 30, 2015

Securities and Exchange Commission

Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

 

Very truly yours,
WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Julius R. Zamora

Julius R. Zamora
Vice President


Exhibit 7

Consolidated Report of Condition of

Wells Fargo Bank National Association

of 101 North Phillips Avenue, Sioux Falls, SD 57104

And Foreign and Domestic Subsidiaries,

at the close of business March 31, 2015, filed in accordance with 12 U.S.C. §161 for National Banks.

 

     Dollar Amounts  
     In Millions  

ASSETS

  

Cash and balances due from depository institutions:

  

Noninterest-bearing balances and currency and coin

   $ 18,155   

Interest-bearing balances

     253,636   

Securities:

  

Held-to-maturity securities

     67,133   

Available-for-sale securities

     227,089   

Federal funds sold and securities purchased under agreements to resell:

  

Federal funds sold in domestic offices

     625   

Securities purchased under agreements to resell

     22,376   

Loans and lease financing receivables:

  

Loans and leases held for sale

     19,541   

Loans and leases, net of unearned income

     822,149   

LESS: Allowance for loan and lease losses

     10,790   

Loans and leases, net of unearned income and allowance

     811,359   

Trading Assets

     41,469   

Premises and fixed assets (including capitalized leases)

     7,480   

Other real estate owned

     2,217   

Investments in unconsolidated subsidiaries and associated companies

     869   

Direct and indirect investments in real estate ventures

     1   

Intangible assets

  

Goodwill

     21,627   

Other intangible assets

     17,259   

Other assets

     60,553   
  

 

 

 

Total assets

$ 1,571,389   
  

 

 

 

LIABILITIES

Deposits:

In domestic offices

$ 1,093,967   

Noninterest-bearing

  336,758   

Interest-bearing

  757,209   

In foreign offices, Edge and Agreement subsidiaries, and IBFs

  150,855   

Noninterest-bearing

  912   

Interest-bearing

  149,943   

Federal funds purchased and securities sold under agreements to repurchase:

Federal funds purchased in domestic offices

  1,004   

Securities sold under agreements to repurchase

  15,906   


     Dollar Amounts  
     In Millions  

Trading liabilities

     24,062   

Other borrowed money

  

(includes mortgage indebtedness and obligations under capitalized leases)

     87,908   

Subordinated notes and debentures

     16,899   

Other liabilities

     33,851   
  

 

 

 

Total liabilities

$ 1,424,452   

EQUITY CAPITAL

Perpetual preferred stock and related surplus

  0   

Common stock

  519   

Surplus (exclude all surplus related to preferred stock)

  106,692   

Retained earnings

  34,702   

Accumulated other comprehensive income

  4,587   

Other equity capital components

  0   
  

 

 

 

Total bank equity capital

  146,500   

Noncontrolling (minority) interests in consolidated subsidiaries

  437   
  

 

 

 

Total equity capital

  146,937   
  

 

 

 

Total liabilities, and equity capital

$ 1,571,389   
  

 

 

 

I, John R. Shrewsberry, Sr. EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

John R. Shrewsberry

Sr. EVP & CFO    

We, the undersigned directors, attest to the correctness of this Report of Condition 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.

 

John Stumpf Directors
James Quigley
Enrique Hernandez, Jr.