EX-25.D 22 dp140729_ex25d.htm EXHIBIT 25-D

EXHIBIT 25-d


 

 
 

 

 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)           |__|

___________________________

 

THE BANK OF NEW YORK MELLON
(Exact name of trustee as specified in its charter)

 

New York
(Jurisdiction of incorporation
if not a U.S. national bank)		 13-5160382
(I.R.S. employer
identification no.)
   
240 Greenwich Street, New York, N.Y.
(Address of principal executive offices)		 10286
(Zip code)


___________________________

 

MORGAN STANLEY FINANCE LLC
(Exact name of obligor as specified in its charter)

 

Delaware
(State or other jurisdiction of
incorporation or organization)		 36-3145972
(I.R.S. employer
identification no.)
1585 Broadway
New York, New York
(Address of principal executive offices)
10036
(Zip code)

 

 

 

MORGAN STANLEY
(Exact name of obligor as specified in its charter)

 

Delaware
(State or other jurisdiction of
incorporation or organization)		 36-3145972
(I.R.S. employer
identification no.)
1585 Broadway
New York, New York
(Address of principal executive offices)
10036
(Zip code)

___________________________

 

Senior Debt Securities

and Guarantees of Senior Debt Securities
(Title of the indenture securities)

 
 

 

- 2 -

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
   
Superintendent of the Department of Financial Services of the State of New York One State Street, New York, N.Y.  10004-1417, and Albany, N.Y. 12223
   
Federal Reserve Bank of New York 33 Liberty Street, New York, N.Y.  10045
   
Federal Deposit Insurance Corporation 550 17th Street, NW
Washington, D.C.  20429
   
The Clearing House Association L.L.C. 100 Broad Street
New York, N.Y. 10004

 

(b)Whether it is authorized to exercise corporate trust powers.

 

Yes.

 

2.Affiliations with Obligor.

 

If the obligor is an affiliate of the trustee, describe each such affiliation.

 

None.

 

16.List of Exhibits.

 

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act").

 

1.A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

 

- 3 -

4.A copy of the existing By-laws of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-229494).

 

6.The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-229519).

 

7.A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

 

- 4 -

SIGNATURE

 

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon, 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 Woodland Park, and State of New Jersey, on the 9th day of November, 2020.

 

  THE BANK OF NEW YORK MELLON  
     
  By: /s/               Laurence J. O’Brien                  
    Name: Laurence J. O’Brien  
    Title: Vice President    

 

- 5 -

EXHIBIT 7

 

Consolidated Report of Condition of

 

THE BANK OF NEW YORK MELLON

 

of 240 Greenwich Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

 

a member of the Federal Reserve System, at the close of business September 30, 2020, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

 

ASSETS

Dollar amounts in thousands

   
Cash and balances due from depository institutions:  
Noninterest-bearing balances and currency and coin 3,375,000
Interest-bearing balances 125,187,000
Securities:  
Held-to-maturity securities 46,090,000
Available-for-sale securities 105,272,000
Equity securities with readily determinable fair values not held for trading 59,000
Federal funds sold and securities purchased under agreements to resell:  
   Federal funds sold in domestic offices 0
   Securities purchased under agreements to resell 12,267,000
Loans and lease financing receivables:  
Loans and leases held for sale 0
Loans and leases held for investment 25,615,000
LESS: Allowance for loan and
lease losses		 282,000
Loans and leases held for investment, net of allowance 25,333,000
Trading assets 5,862,000
Premises and fixed assets (including capitalized leases) 3,088,000
Other real estate owned 1,000
Investments in unconsolidated subsidiaries and associated companies 1,682,000
Direct and indirect investments in real estate ventures 0
Intangible assets 6,994,000
Other assets

14,222,000

Total assets

349,432,000

LIABILITIES

  
Deposits:  
In domestic offices 183,179,000
Noninterest-bearing 76,884,000
Interest-bearing 106,295,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs 117,493,000
Noninterest-bearing 7,195,000
Interest-bearing 110,298,000
Federal funds purchased and securities sold under agreements to repurchase:  
   Federal funds purchased in domestic offices 39,000

  Securities sold under agreements to
 repurchase 

 6,963,000
Trading liabilities 2,599,000
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)		 1,111,000
Not applicable  
Not applicable  
Subordinated notes and debentures 0
Other liabilities

8,968,000

Total liabilities

320,352,000

   
EQUITY CAPITAL  
Perpetual preferred stock and related
surplus		 0
Common stock 1,135,000
Surplus (exclude all surplus related to preferred stock) 11,538,000
Retained earnings 16,605,000
Accumulated other comprehensive income -198,000
Other equity capital components 0
Total bank equity capital 29,080,000
Noncontrolling (minority) interests in
consolidated subsidiaries		 0
Total equity capital

29,080,000

Total liabilities and equity capital

349,432,000

 

I, Emily Portney, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

 

Emily Portney
Chief Financial Officer

 

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We 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 and is true and correct.

 

Thomas P. Gibbons
Samuel C. Scott
Joseph J. Echevarria		   Directors