EX-25.1 6 tm2117000d2_ex25-1.htm EXHIBIT 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)

 

 

 

UMB BANK, NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

 

44-0194180

I.R.S. Employer Identification No.

 

1010 Grand Blvd.

Kansas City, Missouri

64106
(Address of principal executive offices) (Zip Code)

 

David Massa

UMB BANK, NATIONAL ASSOCIATION

100 William Street, Suite 1850

New York, NY 10038

(646) 650-3790

 

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

 

Yatra Online, Inc.

(Issuer with respect to the Securities)

 

Cayman Islands Not Applicable
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

 

Gulf Adiba, Plot No. 272,

4th Floor, Udyog Vihar, Phase-II,

Sector-20, Gurugram-122008, Haryana, India

 
(Address of Principal Executive Offices) (Zip Code)

 

Senior 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.

The Comptroller of the Currency

Mid-Western District
2345 Grand Avenue, Suite 700
Kansas City, Missouri 64108

Federal Reserve Bank of Kansas City
Federal Reserve P.O. Station
Kansas City, Missouri 64198

Supervising Examiner
Federal Deposit Insurance Corporation
720 Olive Street, Suite 2909
St. Louis, Missouri 63101

 

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 3-15Items 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 (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-74008).

 

2.Certificate of Authority from the Comptroller of the Currency evidencing a change of the corporate title of the Association (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-74008).

 

3.Certificate from the Comptroller of the Currency evidencing authority to exercise corporate trust powers and a letter evidencing a change of the corporate title of the Association (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-74008).

 

4.Bylaws, as amended of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-74008).

 

 

 

 

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 Act (Exhibit 6 to Registration Statement No. 333-74008).

 

7.Report of Condition of the Trustee as of March 31, 2021 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

 

SIGNATURE

 

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, UMB 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 New York, State of New York on the 24th day of MAY, 2021.

 

  By: /s/ David Massa
    DAVID MASSA
    Senior Vice President

 

 

 

 

Exhibit 7

 

(See Attached)

 

 

 

 

Consolidated Report of Condition for Insured Banks and Savings Associations for March 31, 2021

 

All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter. 

 

Schedule RC—Balance Sheet

 

  Dollar Amounts in Thousands RCFD Amount  
Assets            
1. Cash and balances due from depository institutions (from Schedule RC-A):            
  a. Noninterest-bearing balances and currency and coin (1)       0081 386,622 1.a.
  b. Interest-bearing balances (2)       0071 3,830,763 1.b.
2. Securities:          
  a. Held-to-maturity securities (from Schedule RC-B, column A) (3)       JJ34 1,039,711 2.a.
  b. Available-for-sale debt securities (from Schedule RC-B, column D)       1773 9,753,330 2.b.
  c. Equity securities with readily determinable fair values not held for trading (4)       JA22 101,801 2.c.
3. Federal funds sold and securities purchased under agreements to resell:          
  a. Federal funds sold     RCON B987 0 3.a.
  b. Securities purchased under agreements to resell (5,6)     RCFD B989 1,629,813 3.b.
4. Loans and lease financing receivables (from Schedule RC-C):       RCFD    
  a. Loans and leases held for sale       5369 10,275 4.a.
  b. Loans and leases held for investment   B528 16,497,352     4.b.
  c. LESS: Allowance for loan and lease losses (7)   3123 202,814     4.c.
  d. Loans and leases held for investment, net of allowance (item 4.b minus 4.c)       B529 16,294,538 4.d.
5. Trading assets (from Schedule RC-D)       3545 25,329 5.
6. Premises and fixed assets (including capitalized leases)       2145 220,435 6.
7. Other real estate owned (from Schedule RC-M)       2150 4,740 7.
8. Investments in unconsolidated subsidiaries and associated companies       2130 0 8.
9. Direct and indirect investments in real estate ventures       3656 0 9.
10. Intangible assets (from Schedule RC-M)       2143 151,036 10.
11. Other assets (from Schedule RC-F) (6)       2160 960,891 11.
12. Total assets (sum of items 1 through 11)       2170 34,409,284 12.
Liabilities            
13. Deposits:       RCON    
  a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, Part I)       2200 28,483,240 13.a.
  (1) Noninterest-bearing (8) RCON 6631 11,806,864     13.a.1
  (2) Interest-bearing RCON 6636 16,676,376     13.a.2.
  b. In foreign offices, Edge and Agreement subsidiaries, and IBFs       RCFN    
  (from Schedule RC-E, Part II)       2200 0 13.b.
  (1) Noninterest-bearing RCFN 6631 0     13.b.1.
  (2) Interest-bearing RCFN 6636 0     13.b.2.
14. Federal funds purchased and securities sold under agreements to repurchase:            
  a. Federal funds purchased in domestic offices (9)     RCON B993 217,301 14.a.
  b. Securities sold under agreements to repurchase (10)     RCFD B995 2,542,517 14.b.
15. Trading liabilities (from Schedule RC-D)     RCFD 3548 0 15.
16. Other borrowed money (includes mortgage indebtedness) (from Schedule RC-M)     RCFD 3190 0 16.

 

 

1Includes cash items in process of collection and unposted debits.
2Includes time certificates of deposit not held for trading.
3Institutions that have adopted ASU 2016-13 should report in item 2.a amounts net of any applicable allowance for credit losses, and item 2.a should equal Schedule RC-B, item 8, column A, less Schedule RI-B, Part II, item 7, column B.
4Item 2.c is to be completed by all institutions. See the instructions for this item and the Glossary entry for "Securities Activities" for further detail on accounting for investments in equity securities.
5Includes all securities resale agreements, regardless of maturity.
6Institutions that have adopted ASU 2016-13 should report in items 3.b and 11 amounts net of any applicable allowance for credit losses.
7Institutions that have adopted ASU 2016-13 should report in item 4.c the allowance for credit losses on loans and leases.
8Includes noninterest-bearing, demand, time, and savings deposits.
9Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, "Other borrowed money."
10Includes all securities repurchase agreements, regardless of maturity.

 

Reporting Period: March 31, 2021 April 30, 2021  3:02 PM

 

 

 

Schedule RC—Continued

 

  Dollar Amounts in Thousands RCFD   Amount  
Liabilities - continued        
17. and 18. Not applicable        
19.Subordinated notes and debentures (1) 3200   0 19.
20. Other liabilities (from Schedule RC-G) 2930   351,833 20.
21. Total liabilities (sum of items 13 through 20) 2948   31,594,891 21.
22. Not applicable        
           
Equity Capital        
         
  Bank Equity Capital        
23. Perpetual preferred stock and related surplus 3838   0 23.
24. Common stock 3230   21,250 24.
25. Surplus (excludes all surplus related to preferred stock) 3839   849,822 25.
26. a. Retained earnings 3632   1,770,238 26.a.
  b. Accumulated other comprehensive income (2) B530   173,083 26.b.
  c. Other equity capital components (3) A130   0 26.c.
27. a. Total bank equity capital (sum of items 23 through 26.c) 3210   2,814,393 27.a.
  b. Noncontrolling (minority) interests in consolidated subsidiaries 3000   0 27.b.
28. Total equity capital (sum of items 27. aand 27.b) G105   2,814,393 28.
29. Total liabilities and equity capital (sum of items 21 and 28) 3300   34,409,284 29.
           
Memoranda        
         
To be reported with the March Report of Condition.        
1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external   RCFD Number  
  auditors as of any date during 2020   6724 2a M.1.

 

1a = An integrated audit of the reporting institution's financial statements and its internal control over financial reporting conducted in accordance with the standards of the American Institute of Certified Public Accountants (AICPA) or the Public Company Accounting Oversight Board (PCAOB) by an independent public accountant that submits a report on the institution

1b = An audit of the reporting institution's financial statements only conducted in accordance with the auditing standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the institution

2a = An integrated audit of the reporting institution's parent holding company's consolidated financial statements and its internal control over financial reporting conducted in accordance with the standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the consolidated holding company (but not on the institution separately)

 

 

2b = An audit of the reporting institution's parent holding company's consolidated financial statements only conducted in accordance with the auditing standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the consolidated holding company (but not on the institution separately)

3 = This number is not to be used
4 = Directors' examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state-chartering authority)

5 = Directors' examination of the bank performed by other external auditors (may be required by state-chartering authority)

6 = Review of the bank's financial statements by external auditors

7 = Compilation of the bank's financial statements by external auditors

8 = Other audit procedures (excluding tax preparation work)

9 = No external audit work

 

 

 

To be reported with the March Report of Condition.      
1. Bank's fiscal year-end date (report the date in MMDD format) RCON  Date  
  8678 12/31 M.2.

  

 

1Includes limited-life preferred stock and related surplus.
2Includes, but is not limited to, net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, and accumulated defined benefit pension and other postretirement plan adjustments.
3Includes treasury stock and unearned Employee Stock Ownership Plan shares.

 

Reporting Period: March 31, 2021 April 30, 2021  3:02 PM