EX-25.2 5 d272630dex252.htm EX-25.2 EX-25.2

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)

 

 

DEUTSCHE BANK TRUST COMPANY AMERICAS

(formerly BANKERS TRUST COMPANY)

(Exact name of trustee as specified in its charter)

 

 

 

NEW YORK   13-4941247

(Jurisdiction of Incorporation or

organization if not a U.S. national bank)

  

(I.R.S. Employer

Identification no.)

60 WALL STREET

NEW YORK, NEW YORK

   10005
(Address of principal executive offices)   (Zip Code)

Deutsche Bank Trust Company Americas

Attention: Catherine Wang

Legal Department

60 Wall Street, 36th Floor

New York, New York 10005

(212) 250 – 7544

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

 

 

DOMINION ENERGY GAS HOLDINGS, LLC

(Exact name of obligor as specified in its charter)

 

 

 

Virginia   46-3639580

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

120 Tredegar Street

Richmond, Virginia

   23219
(Address of principal executive offices)   (Zip code)

 

 

Junior Subordinated Notes

(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.

 

Name

   

Address

Federal Reserve Bank (2nd District)    New York, NY
Federal Deposit Insurance Corporation    Washington, D.C.
New York State Banking Department    Albany, NY

 

  (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.

 

Item 3. -15. Not Applicable

 

Item 16. List of Exhibits.

 

Exhibit 1 -    Restated Organization Certificate of Bankers Trust Company dated August 31, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 18, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 3, 1999; and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated March 14, 2002, incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-201810.
Exhibit 2 -    Certificate of Authority to commence business, incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-201810.
Exhibit 3 -    Authorization of the Trustee to exercise corporate trust powers, incorporated herein by reference to Exhibit 3 filed with Form T-1 Statement, Registration No. 333-201810.
Exhibit 4 -    Existing By-Laws of Deutsche Bank Trust Company Americas, dated July 24, 2014, incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 333-201810.
Exhibit 5 -    Not applicable.
Exhibit 6 -    Consent of Bankers Trust Company required by Section 321(b) of the Act, incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-201810.
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.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, 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 this 29th day of June, 2017.

 

  DEUTSCHE BANK TRUST COMPANY AMERICAS
    By:  

/s/ Carol Ng

    Name:   Carol Ng
    Title:   Vice President

LOGO

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10005
Board of Governors of the Federal Reserve System Federal Deposit Insurance Corporation
Office of the Comptroller of the Currency
OMB Number 7100-0036 OMB Number 3064-0052 OMB Number 1557-0081
Approval expires March 31, 2020 Page 1 of 85
Federal Financial Institutions Examination Council
Consolidated Reports of Condition and Income for a Bank with Domestic Offices Only—FFIEC 041
Report at the close of business March 31, 2017
This report is required by law: 12 U.S.C. § 324 (State member banks); 12 U.S.C. §1817 (State nonmember banks); 12 U.S.C. §161 (National banks); and 12 U.S.C. §1464 (Savings associations).
20170331
(RCON 9999)
Unless the context indicates otherwise, the term “bank” in this report form refers to both banks and savings associations.
This report form is to be filed by banks with domestic offices only except those banks that file the FFIEC 051. Banks with foreign offices (as defined in the instructions) must file FFIEC 031.
NOTE: Each bank’s board of directors and senior management are responsible for establishing and maintaining an effective system of internal control, including controls over the Reports of Condition and Income. The Reports of Condition and Income are to be prepared in accordance with federal regulatory authority instructions. The Reports of Condition and Income must be signed by the Chief Financial Officer (CFO) of the reporting bank (or by the individual performing an equivalent function) and attested to by not less than two directors (trustees) for state nonmember banks and three directors for state member banks, national banks, and savings associations.
I, the undersigned CFO (or equivalent) of the named bank, attest 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 and correct to the best of my knowledge and belief.
We, the undersigned directors (trustees), attest to the correctness of the Reports of Condition and Income (including the supporting schedules) for this report date and declare that the Reports of Condition and Income have been examined by us and to the best of our knowledge and belief have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true and correct.
I, the undersigned CFO (or equivalent) of the named bank, attest that the Reports of Condition and Income (including the supporting
Signature of Chief Financial Officer (or Equivalent)
04/28/2017
Date of Signature
Director (Trustee)
Director (Trustee)
Director (Trustee)
Submission of Reports
Each bank must file its Reports of Condition and Income (Call Report) data by either:

(a) Using computer software to prepare its Call Report and then submitting the report data directly to the FFIEC’s Central Data Repository (CDR), an Internet-based system for data collection (https://cdr.ffiec.gov/cdr/), or (b) Completing its Call Report in paper form and arranging with a software vendor or another party to convert the data into the electronic format that can be processed by the CDR. The software vendor or other party then must electronically submit the bank’s data file to the CDR.

For technical assistance with submissions to the CDR, please contact the CDR Help Desk by telephone at (888) CDR-3111, by fax at (703) 774-3946, or by e-mail at CDR.Help@ffiec.gov.
FDIC Certificate Number 623
(RSSD 9050)
To fulfill the signature and attestation requirement for the Reports of Condition and Income for this report date, attach your bank’s completed signature page (or a photocopy or a computer generated version of this page) to the hard-copy record of the data file submitted to the CDR that your bank must place in its files.
The appearance of your bank’s hard-copy record of the submitted data file need not match exactly the appearance of the FFIEC’s sample report forms, but should show at least the caption of each Call Report item and the reported amount.
DEUTSCHE BANK TRUST COMPANY AMERICAS
Legal Title of Bank (RSSD 9017)
New York
City (RSSD 9130)
NY 10005
State Abbreviation (RSSD 9200) Zip Code (RSSD 9220)
Legal Entity Identifier (LEI)
8EWQ2UQKS07AKK8ANH81
(Report only if your institution already has an LEI.) (RCON 9224)
The estimated average burden associated with this information collection is 74.9 hours per respondent and is expected to vary by institution, depending on individual circumstances. Burden estimates include the time for reviewing instructions, gathering and maintaining data in the required form, and completing the information collection, but exclude the time for compiling and maintaining business records in the normal course of a respondent’s activities. A Federal agency may not conduct or sponsor, and an organization (or a person) is not required to respond to a collection of information, unless it displays a currently valid OMB control number. Comments concerning the accuracy of this burden estimate and suggestions for reducing this burden should be directed to the Office of Information and Regulatory Affairs, Office of Management and Budget, Washington, DC 20503, and to one of the following: Secretary, Board of Governors of the Federal Reserve System, 20th and C Streets, NW, Washington, DC 20551; Legislative and Regulatory Analysis Division, Office of the Comptroller of the Currency, Washington, DC 20219; Assistant Executive Secretary, Federal Deposit Insurance Corporation, Washington, DC 20429.
03/2017

LOGO

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10005
FFIEC 041 Page 15 of 85 RC-1
Consolidated Report of Condition for Insured Banks and Savings Associations for March 31, 2017
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 RCONAmount
Assets    
1.    Cash and balances due from depository institutions (from Schedule RC-A):
a.    Noninterest-bearing balances and currency and coin (1)…………………………….…….…0081 445,0001.a.
b. Interest-bearing balances (2)………………………………………………………    0071 25,674,0001.b.
2.    Securities:
a.    Held-to-maturity securities (from Schedule RC-B, column A)…………………………… 1754 0 2.a.
b.    Available-for-sale securities (from Schedule RC-B, column D)…………………….…… 17730 2.b.
3.    Federal funds sold and securities purchased under agreements to resell:
a. Federal funds sold………………………………………………………     B98703.a.
b.    Securities purchased under agreements to resell (3)………………………… B98911,000,0003.b.
4.    Loans and lease financing receivables (from Schedule RC-C):
a.    Loans and leases held for sale………………………………………………………..…… 536904.a.
b.    Loans and leases held for investment……………… B52810,906,0004.b.
c.    LESS: Allowance for loan and lease losses…………… 312319,0004.c.
d.    Loans and leases held for investment, net of allowance (item 4.b minus 4.c)……… B52910,887,000 4.d.
5.    Trading assets (from Schedule RC-D)…………………………………………………….…… 3545 0 5.
6.    Premises and fixed assets (including capitalized leases)…………………………………… 214513,0006.
7.    Other real estate owned (from Schedule RC-M)……………………………………………… 2150 8,000 7.
8.    Investments in unconsolidated subsidiaries and associated companies…………………… 2130 08.
9.    Direct and indirect investments in real estate ventures ........……365609.
10.    Intangible assets:
a.     Goodwill………………………………………………………………………………….…… 3163 010.a.
b.    Other intangible assets (from Schedule RC-M)…………………………………………… 0426 31,000 10.b.
11.    Other assets (from Schedule RC-F)…………………………………………………………… 2160670,000 11.
12.    Total assets (sum of items 1 through 11)……………………………………………………… 217048,728,000 12.
Liabilities    
13.    Deposits:
a.    In domestic offices (sum of totals of columns A and C from Schedule RC-E)………………………………2200 37,133,000 13.a.
(1) Noninterest-bearing (4)………………………………………………..…………6631 31,581,000 13.a.(1)
(2) Interest-bearing……………………………………………………..……………6636 5,552,000 13.a.(2)
b.    Not applicable
14.    Federal funds purchased and securities sold under agreements to repurchase:
a. Federal funds purchased (5)………………………………………..…………    B993 1,097,00014.a.
b.    Securities sold under agreements to repurchase (6)………………………………………………B995 014.b.
15.    Trading liabilities (from Schedule RC-D)…………………………………………………..…………3548 0 15.
16.    Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases) (from Schedule RC-M)………………………………………………………………..………………3190 163,000    16.
17.    and 18. Not applicable
20.    Other liabilities (from Schedule RC-G)…………………………………………………………………….………………2930 1,185,000 20.
21.    Total liabilities (sum of items 13 through 20)………………………………………………………………………………2948 39,578,000 21.
22.    Not applicable
1. Includes cash items in process of collection and unposted debits.
2. Includes time certificates of deposit not held for trading.
3. Includes all securities resale agreements, regardless of maturity.
4. Includes noninterest-bearing demand, time, and savings deposits.
5. Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.”
6. Includes all securities repurchase agreements, regardless of maturity.
7. Includes limited-life preferred stock and related surplus.

LOGO

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10005
FFIEC 041
Page 16 of 85
RC-2
Schedule RC—Continued
Dollar Amounts in Thousands RCON    Amount
Equity Capital    
Bank Equity Capital    
23.    Perpetual preferred stock and related surplus……………………………………………………………………………3838 023.
24.    Common stock……………………………………………………………………………………………….………………3230 2,127,00024.
25.    Surplus (exclude all surplus related to preferred stock)………………………………………………..………………3839 609,00025.
26.    a. Retained earnings………………………………………………………………………………………..………………3632 6,415,00026.a.
b. Accumulated other comprehensive income (1)………………………………………………………….………………B530    (1,000) 26.b.
c. Other equity capital components (2)………………………………………………………………………………………A130    0 26.c.
27.    a. Total bank equity capital (sum of items 23 through 26.c)…………………………………………………..…………3210 9,150,000 27.a.
b. Noncontrolling (minority) interests in consolidated subsidiaries…………………………………….…… 3000    0 27.b.
28.    Total equity capital (sum of items 27.a and
27.b)………………………………………………………..…………G105    9,150,000 28.
29.    Total liabilities and equity capital (sum of items 21 and 28)……………………………………………..……… 3300 48,728,000 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 auditors as of RCON Number any date during    2016…………………………………………………………………………………… 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 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
RCON    Date
8678    1231 M.2.
1. Includes, 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.
2. Includes treasury stock and unearned Employee Stock Ownership Plan shares.
03/2017