EX-25.2 14 d427675dex252.htm EX-25.2 EX-25.2

Exhibit 25.2

 

 

 

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)

Mary Ambriz-Reyes

U.S. Bank National Association

101 North First Avenue Suite 1600

Phoenix, AZ 85003

(602) 257-5430

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

HEALTHCARE TRUST OF AMERICA INC.

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

(Issuer with respect to the Securities)

     

20-4738467

20-4738347

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

 

16435 N Scottsdale Road, Suite 320

Scottsdale, AZ

   85254
(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 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 December 31, 2017 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.

 

2


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 Phoenix, State of Arizona on the 20th of February, 2018.

 

   By:        /s/ Mary Ambriz-Reyes                
      Mary Ambriz-Reyes
      Vice President

 

3


Exhibit 2

 

LOGO   Office of the Comptroller of the Currency
 

 

     Washington, DC 20219

CERTIFICATE OF CORPORATE EXISTENCE

I, Joseph Otting, Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this certificate.

 

LOGO   IN TESTIMONY WHEREOF, today, January 23, 2018, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia
 

 

LOGO

 

  Comptroller of the Currency

 

4


Exhibit 3

 

LOGO   Office of the Comptroller of the Currency
 

 

     Washington, DC 20219

CERTIFICATION OF FIDUCIARY POWERS

I, Joseph Otting, Comptroller of the Currency, do hereby certify that:

1. The Office of the Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat. 668, 12 USC 92a, and that the authority so granted remains in full force and effect on the date of this certificate.

 

LOGO   IN TESTIMONY WHEREOF, today, January 23, 2018, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia.
 

 

LOGO

 

  Comptroller of the Currency

 

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 20, 2018

 

   By:        /s/ Mary Ambriz-Reyes                
      Mary Ambriz-Reyes
      Vice President

 

6


Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 12/31/2017

($000’s)

 

     12/31/2017

Assets

    

Cash and Balances Due From
  Depository Institutions

     $19,469,911        

Securities

     111,520,538        

Federal Funds

     69,009        

Loans & Lease Financing Receivables

     279,502,730        

Fixed Assets

     4,583,971        

Intangible Assets

     12,895,144        

Other Assets

     27,984,526        
  

 

 

Total Assets

     $456,025,829        

Liabilities

    

Deposits

     $357,200,076        

Fed Funds

     926,018        

Treasury Demand Notes

     0        

Trading Liabilities

     1,102,222        

Other Borrowed Money

     31,004,180        

Acceptances

     0        

Subordinated Notes and Debentures

     3,300,000        

Other Liabilities

     14,979,001        
  

 

 

Total Liabilities

     $408,511,497        

Equity

    

Common and Preferred Stock

     18,200        

Surplus

     14,266,915        

Undivided Profits

     32,432,873        

Minority Interest in Subsidiaries

     796,344        
  

 

 

Total Equity Capital

     $47,514,332        

Total Liabilities and Equity Capital

     $456,025,829        

 

7