EX-25.2.3 19 d623168dex2523.htm EX-25.2.3 EX-25.2.3

Exhibit 25.2.3

 

 

 

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)

 

 

WESTAR ENERGY, INC.

(Exact name of obligor as specified in its charter)

 

 

 

KANSAS   48-0290150

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

818 South Kansas Avenue

Topeka, Kansas 66612

(785) 575-6300

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Heather A. Humphrey

Senior Vice President, General Counsel

and Corporate Secretary

1200 Main Street

Kansas City, Missouri 64105

(816) 556-2200

 

 

SENIOR 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.

 

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 25th day of October, 2018.

 

DEUTSCHE BANK TRUST COMPANY AMERICAS
By:  

/s/ Carol Ng

      Name: Carol Ng
      Title:   Vice President


 

Board of Governors of the Federal Reserve System

   OMB Number 7100-0036
 

Federal Deposit Insurance Corporation                    

   OMB Number 3064-0052
 

Office of the Comptroller of the Currency                

   OMB Number 1557-0081
     Approval expires May 31, 2021 Page 1 of 84

Federal Financial Institutions Examination Council

 

LOGO    Consolidated Reports of Condition and Income for a Bank with Domestic Offices Only—FFIEC 041

 

Report at the close of business June 30, 2018

 

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).

  

            20180630

    (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 and total consolidated assets of less than $100 billion, except those banks that file the FFIEC 051.

 

 

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

 

Signature of Chief Financial Officer (or Equivalent)

 

7/30/2018

Date of Signature

 

  

 

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.

 

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.

 

 

  

 

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)

FDIC Certificate Number   

        623        

(RSSD 9050)

  

NY

State Abbreviation (RSSD 9200)

  

10005

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 55.35 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.

 

06/2018


Consolidated Reports of Condition and Income for a Bank

with Domestic Offices Only

Table of Contents

 

Signature Page    1
Contact Information    3,4
Report of Income   

Schedule RI—Income Statement

   RI-1, 2, 3, 4

Schedule RI-A—Changes in Bank Equity Capital

   RI-5

Schedule RI-B—Charge-offs and Recoveries on Loans and Leases and Changes in Allowance for Loan and Lease Losses

   RI-6, 7, 8

Schedule RI-C—Disaggregated Data on the Allowance for Loan and Lease Losses (to be completed only by selected banks)

   RI-9

Schedule RI-E—Explanations

   . RI-10, 11
Report of Condition   

Schedule RC—Balance Sheet

   RC-1, 2

Schedule RC-A—Cash and Balances Due from Depository Institutions (to be completed only by selected banks)

   RC-3

Schedule RC-B—Securities

   RC-3, 4, 5, 6, 7, 8

Schedule RC-C—Loans and Lease Financing

  

Receivables:

  

Part I. Loans and Leases

   RC-9, 10, 11, 12, 13

Part II. Loans to Small Businesses and Small Farms

   RC-14,15

Schedule RC-D—Trading Assets and Liabilities (to be completed only by selected banks)

   RC-16

Schedule RC-E—Deposit Liabilities

   RC-17, 18, 19

Schedule RC-F—Other Assets

   RC-20

Schedule RC-G—Other Liabilities

   RC-20

Schedule RC-K—Quarterly Averages

   RC-21, 22

Schedule RC-L—Derivatives and Off-Balance-Sheet Items

   RC-23, 24, 25, 26

Schedule RC-M—Memoranda

   RC-27, 28, 29, 30

Schedule RC-N—Past Due and Nonaccrual Loans, Leases, and Other Assets

   RC-31, 32, 33, 34, 35

Schedule RC-O—Other Data for Deposit Insurance and FICO Assessments

   RC-36, 37, 38, 39, 40, 41

Schedule RC-P—1–4 Family Residential Mortgage Banking Activities (to be completed only by selected banks)

   RC-42

Schedule RC-Q—Assets and Liabilities Measured at Fair Value on a Recurring Basis (to be completed only by selected banks)

   RC-43, 44, 45

Schedule RC-R—Regulatory Capital:

  

Part I. Regulatory Capital Components and Ratios

   RC-46, 47, 48

Part II. Risk-Weighted Assets

   RC-49, 50, 51, 52, 53, 54, 55, 56, 57, 58, 59, 60, 61

Schedule RC-S—Servicing, Securitization, and Asset Sale Activities

   RC-62, 63

Schedule RC-T—Fiduciary and Related Services

   C-64, 65, 66, 67

Schedule RC-V—Variable Interest Entities

   RC-68

Optional Narrative Statement Concerning the Amounts Reported in the Reports of Condition and Income

   RC-69
 

 

For information or assistance, national banks, state nonmember banks, and savings associations should contact the FDIC’s Data Collection and Analysis Section, 550 17th Street, NW, Washington, DC 20429, toll free on (800) 688-FDIC(3342), Monday through Friday between 8:00 a.m. and 5:00 p.m., Eastern Time. State member banks should contact their Federal Reserve District Bank.


FFIEC 041

Page 16 of 84

RC-1

Consolidated Report of Condition for Insured Banks and Savings Associations for June 30, 2018

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

     RCON      Amount         

Assets

 

        

1. Cash and balances due from depository institutions (from Schedule RC-A):

 

        

a. Noninterest-bearing balances and currency and coin1

           0081        35,000        1.a.  

b. Interest-bearing balances2

           0071        15,749,000        1.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)

 

     1773        0        2.b.  

c. Equity securities with readily determinable fair values not held for trading3

           JA22        5,000        2.c.  

3. Federal funds sold and securities purchased under agreements to resell:

 

        

a. Federal funds sold

 

     B987        0        3.a.  

b. Securities purchased under agreements to resell4

           B989        17,359,000        3.b.  

4. Loans and lease financing receivables (from Schedule RC-C):

 

        

a. Loans and leases held for sale

 

     5369        0        4.a.  

b. Loans and leases held for investment

     B528        9,125,000              4.b.  

c. LESS: Allowance for loan and lease losses

     3123        7,000              4.c.  

d. Loans and leases held for investment, net of allowance (item 4.b minus 4.c)

 

     B529        9,118,000        4.d.  

5. Trading assets (from Schedule RC-D)

 

     3545        0        5.  

6. Premises and fixed assets (including capitalized leases)

 

     2145        18,000        6.  

7. Other real estate owned (from Schedule RC-M)

 

     2150        1,000        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        22,000        10.  

11. Other assets (from Schedule RC-F)

 

     2160        1,089,000        11.  

12. Total assets (sum of items 1 through 11)

 

     2170        43,396,000        12.  

Liabilities

 

        

13. Deposits:

 

        

a. In domestic offices (sum of totals of columns A and C from Schedule RC-E)

 

     2200        31,801,000        13.a.  

(1) Noninterest-bearing5

     6631        21,609,000              13.a. (1) 

(2) Interest-bearing

     6636        10,192,000              13.a. (2) 

b. Not applicable

 

        

14. Federal funds purchased and securities sold under agreements to repurchase:

 

        

a. Federal funds purchased6

           B993        896,000        14.a.  

b. Securities sold under agreements to repurchase7

           B995        0        14.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        251,000        16.  

17. and 18. Not applicable

 

        

19. Subordinated notes and debentures8

 

 
     3200        0        19.  

 

1 

Includes cash items in process of collection and unposted debits.

2 

Includes time certificates of deposit not held for trading.

3 

Item 2.c is to be completed only by institutions that have adopted ASU 2016-01, which includes provisions governing the accounting for investments in equity securities. See the instructions for further detail on ASU 2016-01.

4 

Includes all securities resale agreements, regardless of maturity.

5 

Includes noninterest-bearing demand, time, and savings deposits.

6 

Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.”

7 

Includes all securities repurchase agreements, regardless of maturity.

8 

Includes limited-life preferred stock and related surplus.


FFIEC 041

Page 17 of 84

RC-1

 

Dollar Amounts in Thousands

   RCON      Amount        

Liabilities—continued

       

20. Other liabilities (from Schedule RC-G)

     2930        1,169,000       20.  

21. Total liabilities (sum of items 13 through 20)

     2948        34,117,000       21.  

22. Not applicable

       

Equity Capital

       

Bank Equity Capital

       

23. Perpetual preferred stock and related surplus

     3838        0       23.  

24. Common stock

     3230        2,127,000       24.  

25. Surplus (exclude all surplus related to preferred stock)

     3839        721,000       25.  

26. a. Retained earnings

     3632        6,432,000       26.a.  

b. Accumulated other comprehensive income9

     B530        (1,000     26.b.  

c. Other equity capital components10

     A130        0       26.c.  

17. a. Total bank equity capital (sum of items 23 through 26.c)

     3210        9,279,000       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        9,279,000       28.  

29. Total liabilities and equity capital (sum of items 21 and 28)

     3300        43,396,000       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 any date during 2017

           M.1.  
     RCON        Number  
   6724      NA  

 

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

 

To be reported with the March Report of Condition.

     RCON        Date     
2. Bank’s fiscal year-end date (report the date in MMDD format)      8678        NA        M.2.  
        

 

9 

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.

10 

Includes treasury stock and unearned Employee Stock Ownership Plan shares.