EX-25.1 5 d812727dex251.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 Number)

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)

 

 

Perrigo Company plc

Perrigo Finance Unlimited Company

(Exact name of obligor as specified in its charter)

 

 

 

Ireland

Ireland

 

Not Applicable

Not Applicable

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

The Sharp Building

Hogan Place

Dublin 2, Ireland

  D02 TY74
(Address of principal executive offices)   (Zip code)

 

 

Debt Securities of Perrigo Company plc

Debt Securities of Perrigo Finance Unlimited Company

Guarantees by Perrigo Company plc of Debt Securities

Guarantees by Perrigo Finance Unlimited Company of Debt Securities

(Title of the indenture securities)

 

 

 


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 the 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.

Identify the order or rule pursuant to which the foreign trustee is authorized to act as sole trustee under indentures qualified under the Act.

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 November 1, 2019.*
Exhibit 3.    A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated November 1, 2019.*
Exhibit 4.    A copy of the existing bylaws of the trustee.*
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 25.1 to the Filing S-3ASR dated December 20, 2019 of Cboe Global Markets, Inc., file number 333-235649.


SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939 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 Chicago, and State of Illinois, on the 11th day of June, 2020.

 

WELLS FARGO BANK, NATIONAL
ASSOCIATION
By:  

/s/ Gregory S. Clarke

Name:   Gregory S. Clarke
Title:   Vice President


EXHIBIT 6

June 11, 2020

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/ Gregory S. Clarke

Gregory S. Clarke

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, 2020, 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

      $ 21,745  

Interest-bearing balances

        123,531  

Securities:

     

Held-to-maturity securities

        169,848  

Available-for-sale securities

        242,111  

Equity Securities with readily determinable fair value not held for trading

        122  

Federal funds sold and securities purchased under agreements to resell:

     

Federal funds sold in domestic offices

        82  

Securities purchased under agreements to resell

        58,438  

Loans and lease financing receivables:

     

Loans and leases held for sale

        14,855  

Loans and leases, net of unearned income

     968,033     

LESS: Allowance for loan and lease losses

     10,893     

Loans and leases, net of unearned income and allowance

        957,140  

Trading Assets

        58,848  

Premises and fixed assets (including capitalized leases)

        11,733  

Other real estate owned

        235  

Investments in unconsolidated subsidiaries and associated companies

        13,202  

Direct and indirect investments in real estate ventures

        12  

Intangible assets

        32,598  

Other assets

        59,196  
     

 

 

 

Total assets

      $ 1,763,696  
     

 

 

 

LIABILITIES

     

Deposits:

     

In domestic offices

      $ 1,403,302  

Noninterest-bearing

     452,458     

Interest-bearing

     950,844     

In foreign offices, Edge and Agreement subsidiaries, and IBFs

        44,243  

Noninterest-bearing

     858     

Interest-bearing

     43,385     

Federal funds purchased and securities sold under agreements to repurchase:

     

Federal funds purchased in domestic offices

        2,055  

Securities sold under agreements to repurchase

        6,389  


     Dollar Amounts
In Millions
 

Trading liabilities

     15,841  

Other borrowed money
(Includes mortgage indebtedness and obligations under capitalized leases)

     76,704  

Subordinated notes and debentures

     12,499  

Other liabilities

     32,411  
  

 

 

 

Total liabilities

   $ 1,593,444  

EQUITY CAPITAL

  

Perpetual preferred stock and related surplus

     0  

Common stock

     519  

Surplus (exclude all surplus related to preferred stock)

     114,728  

Retained earnings

     54,130  

Accumulated other comprehensive income

     844  

Other equity capital components

     0  
  

 

 

 

Total bank equity capital

     170,221  

Noncontrolling (minority) interests in consolidated subsidiaries

     31  
  

 

 

 

Total equity capital

     170,252  
  

 

 

 

Total liabilities, and equity capital

   $ 1,763,696  
  

 

 

 

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.

Directors

Maria R. Morris

Theodore F. Craver, Jr.

Juan A. Pujadas