EX-25 5 d809857dex25.htm EX-25 EX-25

Exhibit 25

 

 

 

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 TRUST NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

 

 

41-1973763

I.R.S. Employer Identification No.

 

 

 

300 Delaware Avenue, 8th Floor

Wilmington, DE

  19809
(Address of principal executive offices)   (Zip Code)

K. Wendy Kumar

U.S. Bank National Association

100 Wall Street, Suite 600

New York, NY 10005

(212) 951-8561

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

 

 

Merck & Co., Inc.

(Issuer with respect to the Securities)

 

 

 

New Jersey   22-1918501

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

126 East Lincoln Avenue

Rahway, New Jersey

  07065
(Address of Principal Executive Offices)   (Zip Code)

 

 

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 2.

 

  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, 2023 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

 

*

Incorporated by reference to Exhibit 25.4 to registration statement on form S-3ASR, Registration Number 333-202902 filed on March 20, 2015.

**

Incorporated by reference to Exhibit 25.4 to registration statement on form S-3ASR, Registration Number 333-202902 filed on March 20, 2015.

 

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SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK TRUST 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 5th day of March, 2024.

 

By:  

/s/ K. Wendy Kumar

  K. Wendy Kumar
  Vice President

 

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Exhibit 2

 

LOGO    Office of the Comptroller of the Currency         
        Washington, DC 20219  

CERTIFICATE OF CORPORATE EXISTENCE AND FIDUCIARY POWERS

I, Michael J. Hsu, Acting 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 Trust National Association,” Wilmington, Delaware (Charter No. 24090), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking and exercise fiduciary powers on the date of this certificate.

IN TESTIMONY WHEREOF, today, December 6, 2023, 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

2024-00267-C

 

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Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK TRUST 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: March 5, 2024

 

By:  

/s/ K. Wendy Kumar

  K. Wendy Kumar
  Vice President

 

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Exhibit 7

U.S. Bank Trust National Association

Statement of Financial Condition

As of 12/31/2023

($000’s)

 

     12/31/2023  

Assets

  

Cash and Balances Due From
Depository Institutions

   $ 737,222  

Securities

     0  

Federal Funds

     0  

Loans & Lease Financing Receivables

     0  

Fixed Assets

     0  

Intangible Assets

     16,022  

Other Assets

     21,304  
  

 

 

 

Total Assets

   $ 774,548  

Liabilities

  

Deposits

   $ 0  

Fed Funds

     0  

Treasury Demand Notes

     0  

Trading Liabilities

     0  

Other Borrowed Money

     0  

Acceptances

     0  

Subordinated Notes and Debentures

     0  

Other Liabilities

     14,324  
  

 

 

 

Total Liabilities

   $ 14,324  

Equity

  

Common and Preferred Stock

     1,000  

Surplus

     466,570  

Undivided Profits

     292,654  

Minority Interest in Subsidiaries

     0  
  

 

 

 

Total Equity Capital

   $ 760,224  

Total Liabilities and Equity Capital

   $ 774,548  

 

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