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Delaware
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16-1725106
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(State or Other Jurisdiction of
Incorporation or Organization) |
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(I.R.S. Employer
Identification No.) |
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Large Accelerated Filer
☒
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Accelerated Filer
☐
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Non-Accelerated Filer
☐
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Smaller Reporting Company
☐
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Emerging Growth Company
☐
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Title of Each Class of Securities to be Registered
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Amount to be
Registered |
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Proposed Maximum
Offering Price Per Unit |
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Proposed Maximum
Aggregate Offering Price |
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Amount of
Registration Fee |
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Debt Securities(2)
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(1)
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(1)
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(1)
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| | | | $ | 0(1) | | |
| | | | | 1 | | | |
| | | | | 2 | | | |
| | | | | 3 | | | |
| | | | | 4 | | | |
| | | | | 5 | | | |
| | | | | 14 | | | |
| | | | | 16 | | | |
| | | | | 17 | | | |
| | | | | 17 | | |
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Securities and Exchange Commission Registration Fee
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| | | $ | * | | |
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Printing and engraving fees and expenses
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| | | | ** | | |
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Accounting fees and expenses
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| | | | ** | | |
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Legal fees and expenses
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| | | | ** | | |
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Blue sky fees and expenses
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Trustee’s fees and expenses
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Miscellaneous
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Total
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Signature
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Title
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Date
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/s/ Raymond R. Quirk
Raymond R. Quirk
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Chief Executive Officer and Director
(Principal Executive Officer) |
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June 8, 2020
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/s/ Anthony J. Park
Anthony J. Park
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Chief Financial Officer
(Principal Financial and Accounting Officer) |
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June 8, 2020
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/s/ William P. Foley, II
William P. Foley, II
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Director and Chairman of the Board
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June 8, 2020
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/s/ Douglas K. Ammerman
Douglas K. Ammerman
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Director
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June 8, 2020
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/s/ Thomas M. Hagerty
Thomas M. Hagerty
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Director
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June 8, 2020
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/s/ Daniel D. (Ron) Lane
Daniel D. (Ron) Lane
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Director
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June 8, 2020
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/s/ Richard N. Massey
Richard N. Massey
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Director
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June 8, 2020
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/s/ Heather H. Murren
Heather H. Murren
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Director
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June 8, 2020
|
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Signature
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Title
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Date
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/s/ John D. Rood
John D. Rood
|
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Director
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June 8, 2020
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/s/ Peter O. Shea, Jr.
Peter O. Shea, Jr.
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Director
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June 8, 2020
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/s/ Cary H. Thompson
Cary H. Thompson
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Director
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June 8, 2020
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Exhibit 5.1
|
767 Fifth Avenue |
June 8, 2020
Fidelity National Financial, Inc.
601 Riverside Avenue
Jacksonville, Florida 32204
Ladies and Gentlemen:
We have acted as counsel to Fidelity National Financial, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of the Company’s Registration Statement on Form S-3 filed on the date hereof (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance and/or sale by the Company from time to time of an indeterminate amount of the Company’s senior and/or subordinated debt securities (the “Debt Securities”).
In so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of (i) the Fifth Amended and Restated Certificate of Incorporation of the Company; (ii) the Fourth Amended and Restated Bylaws of the Company; (iii) the Registration Statement; (iv) the prospectus contained within the Registration Statement (the “Prospectus”); (v) the indenture, dated as of December 8, 2005 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as trustee (the “Trustee”), as amended and supplemented by (a) that certain first supplemental indenture, dated as of January 6, 2006 (the “First Supplemental Indenture”), (b) that certain second supplemental indenture, dated as of May 5, 2010 (the “Second Supplemental Indenture” and the Base Indenture, as amended by the First Supplemental Indenture and the Second Supplemental Indenture, the “Indenture”); (vi) that certain form of Subordinated Indenture between the Company and the Trustee (the “Subordinated Indenture”) and (vii) such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company.
June 8, 2020 Page 2 |
We have further assumed that (i) the Registration Statement and any amendments thereto (including any post-effective amendments) will have become effective and comply with all applicable laws and no stop order suspending the Registration Statement’s effectiveness will have been issued and remain in effect, in each case, at the time the Debt Securities are offered or issued, as contemplated by the Registration Statement; (ii) a prospectus supplement will have been prepared and filed with the Commission describing the Debt Securities offered thereby and will at all relevant times comply with all applicable laws; (iii) the Company has timely filed all necessary reports pursuant to the Securities Exchange Act of 1934, as amended, which are incorporated into the Registration Statement by reference; (iv) all Debt Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement, the Prospectus, and the applicable prospectus supplement; (v) a definitive purchase, underwriting or similar agreement and any other necessary agreement with respect to any Debt Securities will have been duly authorized and validly executed and delivered by the Company and the other party or parties thereto; (vi) any legally required consents, approvals, authorizations or orders of the Commission and any other regulatory authority will have been issued; (vii) the Subordinated Indenture has been duly authorized and validly executed and delivered by the Company and the other party or parties thereto; and (viii) the terms of any Debt Securities and their issuance and sale will have been duly established so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding on the Company, and so as to comply with any requirements or restrictions imposed by any court or governmental body having jurisdiction over the Company.
Based on and subject to the foregoing, and subject to the qualifications stated herein, we advise you that in our opinion, when (i) the terms of the Debt Securities to be issued under the Indenture and any applicable supplemental indenture or officers’ certificate and their issuance and sale have been duly authorized; (ii) such supplemental indenture or officers’ certificate has been duly authorized, executed and delivered; and (iii) the Debt Securities have been duly authorized by all necessary corporate action by the Company and validly executed and authenticated in accordance with the Indenture or the Subordinated Indenture, as the case may be, and any applicable supplemental indenture or officers’ certificate and issued, sold and paid for as contemplated in the Registration Statement, Prospectus and any prospectus supplement relating thereto and in accordance with any applicable definitive purchase, underwriting or similar agreement, then such Debt Securities will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
The opinions expressed herein are limited to the corporate laws of the State of Delaware and the laws of the State of New York, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction.
We hereby consent to the use of this letter as an exhibit to the Registration Statement and to any and all references to our firm under the caption “Legal Matters” in the Prospectus which is a part of the Registration Statement. In giving such consent we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
Very truly yours, | |
/s/ Weil, Gotshal & Manges LLP |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-3) and related Prospectus of Fidelity National Financial, Inc. for the registration of debt securities and to the incorporation by reference therein of our reports dated February 14, 2020, with respect to the consolidated financial statements and schedule of Fidelity National Financial, Inc., and the effectiveness of internal control over financial reporting of Fidelity National Financial, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2019, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP | |
Jacksonville, Florida | |
June 8, 2020 |
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) ¨
___________________________
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
(Jurisdiction of incorporation if not a U.S. national bank) |
95-3571558 (I.R.S. employer identification no.) |
||
400 South Hope Street Los Angeles, California (Address of principal executive offices) |
90071 (Zip code) |
___________________________
Fidelity National Financial, Inc.
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
16-1725106 (I.R.S. employer identification no.) |
||
601 Riverside Avenue Jacksonville, Florida (Address of principal executive offices) |
32204 (Zip code) |
Senior 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 States Department of the Treasury |
Washington, DC 20219 | |
Federal Reserve Bank |
San Francisco, CA 94105 | |
Federal Deposit Insurance Corporation | Washington, DC 20429 | |
(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").
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. 333-229762). |
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. |
- 2 -
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 Pittsburgh, and State of Pennsylvania, on the 5th day of June, 2020.
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. | |||
By: | /s/ Kenneth Helbig | ||
Name: | Kenneth Helbig | ||
Title: | Vice President |
- 3 -
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 400 South Hope Street, Suite 500, Los Angeles, CA 90071
At the close of business March 31, 2020, 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 | 2,344 | |||
Interest-bearing balances | 304,273 | |||
Securities: | ||||
Held-to-maturity securities | 0 | |||
Available-for-sale securities | 148,634 | |||
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) | 22,122 | |||
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 | 98,701 | |||
Total assets | $ | 1,432,387 | ||
- 4 -
LIABILITIES | ||||
Deposits: | ||||
In domestic offices | 3,142 | |||
Noninterest-bearing | 3,142 | |||
Interest-bearing | 0 | |||
Not applicable | ||||
Federal funds purchased and securities sold under agreements to repurchase: | ||||
Federal funds purchased | 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 | 260,631 | |||
Total liabilities | 263,773 | |||
Not applicable | ||||
EQUITY CAPITAL | ||||
Perpetual preferred stock and related surplus | 0 | |||
Common stock | 1,000 | |||
Surplus (exclude all surplus related to preferred stock) | 324,083 | |||
Not available | ||||
Retained earnings | 841,339 | |||
Accumulated other comprehensive income | 2,192 | |||
Other equity capital components | 0 | |||
Not available | ||||
Total bank equity capital | 1,168,614 | |||
Noncontrolling (minority) interests in consolidated subsidiaries | 0 | |||
Total equity capital | 1,168,614 | |||
Total liabilities and equity capital | 1,432,387 |
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 )
- 5 -
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) ¨
___________________________
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
(Jurisdiction of incorporation if not a U.S. national bank) |
95-3571558 (I.R.S. employer identification no.) | ||
400 South Hope Street Los Angeles, California (Address of principal executive offices) |
90071 (Zip code) |
___________________________
Fidelity National Financial, Inc.
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
16-1725106 (I.R.S. employer identification no.) | ||
601 Riverside Avenue Jacksonville, Florida (Address of principal executive offices) |
32204 (Zip code) |
___________________________
Subordinated 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 States Department of the Treasury |
Washington, DC 20219 | |
Federal Reserve Bank |
San Francisco, CA 94105 | |
Federal Deposit Insurance Corporation | Washington, DC 20429 | |
(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").
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. 333-229762). |
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. |
- 2 -
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 Pittsburgh, and State of Pennsylvania, on the 5th day of June, 2020.
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. | |||
By: | /s/ Kenneth Helbig | ||
Name: | Kenneth Helbig | ||
Title: | Vice President |
- 3 -
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 400 South Hope Street, Suite 500, Los Angeles, CA 90071
At the close of business March 31, 2020, 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 | 2,344 | |||
Interest-bearing balances | 304,273 | |||
Securities: | ||||
Held-to-maturity securities | 0 | |||
Available-for-sale securities | 148,634 | |||
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) | 22,122 | |||
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 | 98,701 | |||
Total assets | $ | 1,432,387 | ||
- 4 -
LIABILITIES | ||||
Deposits: | ||||
In domestic offices | 3,142 | |||
Noninterest-bearing | 3,142 | |||
Interest-bearing | 0 | |||
Not applicable | ||||
Federal funds purchased and securities sold under agreements to repurchase: | ||||
Federal funds purchased | 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 | 260,631 | |||
Total liabilities | 263,773 | |||
Not applicable | ||||
EQUITY CAPITAL | ||||
Perpetual preferred stock and related surplus | 0 | |||
Common stock | 1,000 | |||
Surplus (exclude all surplus related to preferred stock) | 324,083 | |||
Not available | ||||
Retained earnings | 841,339 | |||
Accumulated other comprehensive income | 2,192 | |||
Other equity capital components | 0 | |||
Not available | ||||
Total bank equity capital | 1,168,614 | |||
Noncontrolling (minority) interests in consolidated subsidiaries | 0 | |||
Total equity capital | 1,168,614 | |||
Total liabilities and equity capital | 1,432,387 |
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 )
- 5 -
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end