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THE ALLSTATE CORPORATION
(Exact name of registrant as specified in its charter)
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ALLSTATE FINANCING VII
ALLSTATE FINANCING VIII ALLSTATE FINANCING IX ALLSTATE FINANCING X
(Exact Name of each registrant as specified in its certificate of trust)
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Delaware
(State or other jurisdiction of incorporation or organization) |
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Delaware
(State or other jurisdiction of organization of the trusts) |
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36-3871531
(I.R.S. Employer Identification No. ) |
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90-6204128
80-6225040 90-6204130 80-6225043 (I.R.S. Employer Identification No. ) |
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2775 Sanders Road
Northbrook, Illinois 60062 (847) 402-5000
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices) |
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c/o The Allstate Corporation
2775 Sanders Road Northbrook, Illinois 60062 (847) 402-5000
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices) |
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Title Of Each Class Of Securities To Be Registered
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Amount To Be Registered/
Proposed Maximum Offering Price Per Unit/ Proposed Maximum Aggregate Offering Price/ Amount of Registration Fee |
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Debt Securities of The Allstate Corporation
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Common Stock of The Allstate Corporation
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Preferred Stock, par value $1.00 per share, of The Allstate Corporation
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Depositary Shares of The Allstate Corporation(3)
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Warrants(4) | | | | | | | | |
Stock Purchase Contracts of The Allstate Corporation
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(1)(2)
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Stock Purchase Units of The Allstate Corporation(5)
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Preferred Securities of Allstate Financing VII, VIII, IX and X(6)
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Guarantee of Preferred Securities of Allstate Financing VII, VIII, IX and X by The Allstate Corporation and certain backup undertakings(7)
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Page
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Registration Fee
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| | | $ | (A) | | |
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Printing Costs for Registration Statement, prospectus and related documents
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(B)
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Accounting Fees and Expenses
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(B)
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Legal Fees and Expenses
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(B)
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Trustees’ Fees
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(B)
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Rating Agencies’ Fees
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(B)
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Miscellaneous
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(B)
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Total
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Exhibit
Number |
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Description
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1.1 | | | | |
1.2 | | | Form of Underwriting Agreement relating to Preferred Securities and the related Preferred Securities Guarantees.* | |
1.3 | | | Form of Underwriting Agreement relating to Common Stock.* | |
1.4 | | | Form of Underwriting Agreement relating to Other Warrants.* | |
1.5 | | | Form of Underwriting Agreement relating to Stock Purchase Contracts.* | |
1.6 | | | Form of Underwriting Agreement relating to Stock Purchase Units.* | |
3(i) | | | Restated Certificate of Incorporation of The Allstate Corporation filed with the Secretary of State of Delaware on May 23, 2012, incorporated herein by reference to Exhibit 3(i) to our current report on Form 8-K filed on May 23, 2012. (File No. 001-11840) | |
3(ii) | | | Amended and Restated Bylaws of The Allstate Corporation as amended November 19, 2015, incorporated herein by reference to Exhibit 3.1 to our current report on Form 8-K filed on November 19, 2015. (File No. 001-11840) | |
4.1 | | | Indenture for Senior Debt Securities, dated as of December 16, 1997, between The Allstate Corporation and U.S. Bank National Association (successor in interest to State Street Bank and Trust Company), as Trustee, incorporated by reference to Exhibit 4.2 of our Form 8-K filed on December 19, 1997, as amended by the Third Supplemental Indenture dated as of July 23, 1999 incorporated by reference to Exhibit 4.1 to our Form 8-K filed on November 23, 1999 and as further amended by the Sixth Supplemental Indenture dated as of June 12, 2000 incorporated by reference to Exhibit 4.2 to our Form 8-K filed on June 14, 2000. (File No. 001-11840) | |
4.1A | | | Third Supplemental Indenture dated as of July 23, 1999 incorporated by reference to Exhibit 4.1 to our Form 8-K filed on November 23, 1999. (File No. 001-11840) | |
4.1B | | | Sixth Supplemental Indenture dated as of June 12, 2000 incorporated by reference to Exhibit 4.2 to our Form 8-K filed on June 14, 2000. (File No. 001-11840) | |
4.2 | | | Indenture for Subordinated Debt Securities, dated as of November 25, 1996, between The Allstate Corporation and U.S. Bank National Association (successor in interest to State Street Bank and Trust Company), as Trustee, incorporated by reference to Exhibit 4.1 of our Form 8-K filed on December 6, 1996, as amended by the Third Supplemental Indenture dated as of July 23, 1999 incorporated by reference to Exhibit 4.3 to our Form 8-K filed on November 23, 1999 and as further amended by the Fourth Supplemental Indenture dated as of June 12, 2000 incorporated by reference to Exhibit 4.1 to our Form 8-K filed on June 14, 2000. (File No. 001-11840) | |
4.2A | | | | |
4.2B | | | | |
4.2C | | | Form of Supplemental Indenture between The Allstate Corporation and U.S. Bank National Association (successor in interest to State Street Bank and Trust Company), as Trustee, incorporated by reference to Exhibit 4.4A of our Registration Statement on Form S-3 (Registration Statement No. 333-61817) filed on August 19, 1998. | |
4.3 | | | |
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SIGNATURE
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TITLE
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DATE
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/s/ Thomas J. Wilson
Thomas J. Wilson
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| | Chairman of the Board, President and Chief Executive Officer and a Director (Principal Executive Officer) | | |
April 30, 2021
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/s/ Mario Rizzo
Mario Rizzo
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| | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | |
April 30, 2021
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/s/ John C. Pintozzi
John C. Pintozzi
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| | Senior Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) | | |
April 30, 2021
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/s/ Donald E. Brown
Donald E. Brown
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| | Director | | |
April 30, 2021
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/s/ Kermit R. Crawford
Kermit R. Crawford
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| | Director | | |
April 30, 2021
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/s/ Michael L. Eskew
Michael L. Eskew
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| | Director | | |
April 30, 2021
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/s/ Richard T. Hume
Richard T. Hume
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| | Director | | |
April 30, 2021
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SIGNATURE
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TITLE
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DATE
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/s/ Margaret M. Keane
Margaret M. Keane
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| | Director | | |
April 30, 2021
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/s/ Siddharth N. Mehta
Siddharth N. Mehta
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| | Director | | |
April 30, 2021
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/s/ Jacques P. Perold
Jacques P. Perold
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| | Director | | |
April 30, 2021
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/s/ Andrea Redmond
Andrea Redmond
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| | Director | | |
April 30, 2021
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/s/ Gregg M. Sherrill
Gregg M. Sherrill
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| | Director | | |
April 30, 2021
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/s/ Judith A. Sprieser
Judith A. Sprieser
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| | Director | | |
April 30, 2021
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/s/ Perry M. Traquina
Perry M. Traquina
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| | Director | | |
April 30, 2021
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Exhibit 5.1
787 Seventh Avenue | ||
New York, NY 10019-6099 | ||
Tel: 212 728 8000 | ||
Fax: 212 728 8111 |
April 30, 2021
The Allstate Corporation
2775 Sanders Road
Northbrook, Illinois 60062
Re: | Registration of Securities |
Ladies and Gentlemen:
We have acted as counsel for The Allstate Corporation, a Delaware corporation (the “Company”), and Allstate Financing VII, Allstate Financing VIII, Allstate Financing IX and Allstate Financing X, each a statutory trust formed under the laws of Delaware (each a “Trust” and, collectively, the “Trusts”), in connection with the preparation and filing with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), of a Registration Statement on Form S-3 (the “Registration Statement”) relating to the following securities of the Company: (i) unsecured senior debt securities (the “Senior Debt Securities”); (ii) unsecured subordinated debt securities (the “Subordinated Debt Securities,” and together with the Senior Debt Securities, the “Debt Securities”); (iii) shares of common stock, par value $0.01 per share (the “Common Stock”); (iv) shares of preferred stock, par value of $1.00 per share (the “Preferred Stock”); (v) depositary shares (the “Depositary Shares”) in the form of fractional interests in Debt Securities or fractional shares of the Common Stock or Preferred Stock, in each case evidenced by depositary receipts (the “Receipts”); (vi) warrants for the purchase of Debt Securities, Preferred Stock or Common Stock or units of two or more of these types of securities (the “Warrants”); (vii) contracts for the purchase and sale of Common Stock, Preferred Stock or other property (the “Stock Purchase Contracts”); (viii) stock purchase units, consisting of a Stock Purchase Contract and any combination of Debt Securities, Common Stock, Preferred Stock, other Stock Purchase Contracts, Preferred Securities, Depositary Shares or preferred securities or debt obligations of third parties, including United States Treasury Securities (the “Stock Purchase Units”); and (ix) guarantees (the “Guarantees”) of Preferred Securities, as described below. The Registration Statement also relates to the preferred securities of each of the Trusts (the “Preferred Securities,” and together with the Debt Securities, the Common Stock, the Preferred Stock, the Depositary Shares, the Receipts, the Warrants, the Stock Purchase Contracts, the Stock Purchase Units and the Guarantees, the “Offered Securities”). The Offered Securities will be issued from time to time pursuant to the provisions of Rule 415 under the Securities Act.
NEW YORK WASHINGTON HOUSTON PALO ALTO SAN FRANCISCO CHICAGO PARIS LONDON FRANKFURT BRUSSELS MILAN ROME
The Allstate Corporation
April 30, 2021
Page 2
The Debt Securities may be issued in one or more series pursuant to the Senior Indenture, dated as of December 16, 1997, as amended by a third supplemental indenture, dated as of July 23, 1999, and a sixth supplemental indenture, dated as of June 12, 2000 (as amended or supplemented, the “Senior Indenture”), or the Subordinated Indenture, dated as of November 25, 1996, as amended by a third supplemental indenture, dated as of July 23, 1999, and a fourth supplemental indenture, dated as of June 12, 2000 (as amended or supplemented, the “Subordinated Indenture” and, together with the Senior Indenture, the “Indentures”), each of which is between the Company and U.S. Bank National Association (as successor in interest to State Street Bank and Trust Company), as trustee, and each of which is incorporated by reference in the Registration Statement. The Preferred Securities may be issued by each Trust pursuant to an Amended and Restated Trust Agreement, forms of which are incorporated by reference in the Registration Statement. The Depositary Shares evidenced by Receipts may be issued pursuant to a Deposit Agreement (the “Deposit Agreement”) between the Company and a depositary, which will be filed as an exhibit to the Registration Statement when such Depositary Shares are issued. The Warrants may be issued pursuant to Warrant Agreements to be entered into by the Company and a bank or trust company as Warrant Agent (each a “Warrant Agreement”), a form of which relating to Debt Warrants is incorporated by reference in the Registration Statement and a form of which relating to other Warrants will be filed as an exhibit to the Registration Statement when such Warrants are issued. The Guarantees may be issued pursuant to a Preferred Securities Guarantee Agreement (each a “Guarantee Agreement”) to be entered into between the Company and U.S. Bank National Association, as trustee, the form of which is incorporated by reference in the Registration Statement. The Stock Purchase Contracts and the Stock Purchase Units may be issued pursuant to a Stock Purchase Contract Agreement to be entered into between the Company and a bank or trust company as Purchase Contract Agent and a Pledge Agreement to be entered into between the Company, a Purchase Contract Agent and a bank or trust company as Collateral Agent, Custodial Agent and Securities Intermediary, each of which will be filed as an exhibit to the Registration Statement when such Stock Purchase Contracts or Stock Purchase Units are issued.
We have examined such corporate records, certificates and other documents as we have considered necessary for the purposes hereof. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies and the authenticity of the originals of such latter documents. We have also assumed that the books and records of the Company are maintained in accordance with proper corporate procedures. As to any facts material to our opinions, we have, when relevant facts were not independently established, relied upon the aforesaid records, certificates and documents.
Based upon the foregoing, and subject to the limitations, qualifications and assumptions contained herein, we are of the opinion that:
The Allstate Corporation
April 30, 2021
Page 3
1. | The execution and delivery of the Indentures have been duly authorized by the Company. Assuming that any Debt Securities and any supplemental indenture to be entered into in connection with the issuance of such Debt Securities and the terms of the offering thereof and related matters have been duly authorized, and the terms of such Debt Securities and the terms of their issuance and sale have been duly established in accordance with the applicable Indenture and the applicable supplemental indenture relating to such Debt Securities so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental or regulatory body having jurisdiction over the Company, when (i) the Registration Statement has become effective under the Securities Act, (ii) a supplemental indenture in respect of such Debt Securities has been duly executed and delivered and (iii) such Debt Securities have been duly executed and authenticated in accordance with the applicable Indenture and the applicable supplemental indenture relating to such Debt Securities and duly issued, paid for and delivered as contemplated in the Registration Statement and any prospectus supplement relating thereto, and in accordance with any underwriting agreement and the terms of any other Offered Securities pursuant to which Debt Securities may be issued, such Debt Securities (including any Debt Securities that may be issued upon exercise, conversion, exchange or otherwise pursuant to the terms of any other Offered Securities) will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting the enforcement of creditors’ rights generally and to general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law). |
2. | Assuming that the shares of Common Stock and the terms of the offering thereof and related matters (including, without limitation, the price and number of shares of Common Stock that may be issued upon exercise, conversion, exchange or otherwise) have been duly authorized, and the terms of their issuance and sale are such as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and as to comply with any requirement or restriction imposed by any court or governmental or regulatory body having jurisdiction over the Company, when (i) the Registration Statement has become effective under the Securities Act and (ii) certificates for the shares of Common Stock have been duly executed, issued, paid for and delivered as contemplated in the Registration Statement and any prospectus supplement relating thereto, and in accordance with any underwriting agreement and the terms of any other Offered Securities pursuant to which shares of Common Stock may be issued, such shares of Common Stock (including any shares of Common Stock that may be issued upon exercise, conversion, exchange or otherwise pursuant to the terms of any other Offered Securities) will be validly issued, fully paid and non-assessable. |
The Allstate Corporation
April 30, 2021
Page 4
3. | Assuming that shares of Preferred Stock and the terms of the offering thereof and related matters have been duly authorized (including, without limitation, the price and number of shares of Preferred Stock that may be issued upon exercise, conversion, exchange or otherwise), and their terms and the terms of their issuance and sale are such as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and as to comply with any requirement or restriction imposed by any court or governmental or regulatory body having jurisdiction over the Company, when (i) the Registration Statement has become effective under the Securities Act, (ii) Certificate of Designations to the Restated Certificate of Incorporation of the Company classifying the shares of Preferred Stock and setting forth the terms thereof have been filed with the Secretary of State of the State of Delaware and accepted for record and (iii) certificates for the shares of Preferred Stock have been duly executed, issued, paid for and delivered as contemplated in the Registration Statement and any prospectus supplement relating thereto, and in accordance with any underwriting agreement and the terms of any other Offered Securities pursuant to which shares of Preferred Stock may be issued, such shares of Preferred Stock (including any shares of Preferred Stock that may be issued upon exercise, conversion, exchange or otherwise pursuant to the terms of any other Offered Securities) will be validly issued, fully paid and non-assessable. |
4. | Assuming that Receipts and Depositary Shares and the terms of the offering thereof and related matters have been duly authorized (including, without limitation, the price and number of shares of the Depositary Shares that may be issued upon exercise, conversion, exchange or otherwise), and the terms of such Depositary Shares and the terms of their issuance and sale have been duly established in conformity with the Deposit Agreement relating to such Depositary Shares and are such as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and as to comply with any requirement or restriction imposed by any court or governmental or regulatory body having jurisdiction over the Company, when (i) the Registration Statement has become effective under the Securities Act, (ii) the respective Deposit Agreement has been duly authorized, executed and delivered, (iii)(a) the Debt Securities relating to such Depositary Shares have been duly and properly authorized for issuance as contemplated in paragraph 1 above or (b) the shares of Common Stock or of Preferred Stock, as the case may be, relating to such Depositary Shares have been duly and properly authorized for issuance (including, without limitation, the price and number of shares of the Depositary Shares that may be issued upon exercise, conversion, exchange or otherwise), and are fully paid and non-assessable as contemplated in paragraph 2 or 3 above, respectively, (iv) such Common Stock or Preferred Stock or the Debt Securities have been duly issued and paid for in the manner contemplated in the Registration Statement and any prospectus supplement relating thereto and in accordance with any underwriting agreement and the terms of any Offered Securities pursuant to which the Debt Securities or shares of Common Stock or Preferred Stock, as the case may be, may be issued and (v) the Receipts evidencing such Depositary Shares are duly issued against the deposit of such Common Stock or Preferred Stock or the Debt Securities as contemplated in the Registration Statement and any prospectus supplement relating thereto, and in accordance with the Deposit Agreement, any underwriting agreement and the terms of any Offered Securities relating to such issuance, such Receipts evidencing the Depositary Shares (including any Depositary Shares that may be issued upon exercise, conversion, exchange or otherwise pursuant to the terms of any other Offered Securities) will be validly issued and will entitle the holders thereof to the rights specified therein and in the Deposit Agreement. |
The Allstate Corporation
April 30, 2021
Page 5
5. | Assuming that the Warrants and the terms of the offering thereof and related matters have been duly authorized, and their terms and the terms of their issuance and sale are such as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and as to comply with any requirement or restriction imposed by any court or governmental or regulatory body having jurisdiction over the Company, when (i) the Registration Statement has become effective under the Securities Act, (ii) the Warrant Agreement or Agreements relating to the Warrants have been validly executed and delivered by the Company and the Warrant Agent appointed by the Company, (iii)(a) the Debt Securities issuable upon the exercise of the Warrants have been duly and properly authorized for issuance as contemplated in paragraph 1 above or (b) the shares of Common Stock or of Preferred Stock, as the case may be, issuable upon exercise of the Warrants have been duly and properly authorized for issuance as contemplated in paragraph 2 or 3 above, respectively, and (iv) the Warrants or certificates representing the Warrants have been duly executed, authenticated, issued, paid for and delivered as contemplated in the Registration Statement and any prospectus supplement relating thereto, and in accordance with any underwriting agreement, such Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting the enforcement of creditors’ rights generally and to general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law). |
6. | Assuming that Stock Purchase Contracts and the terms of the offering thereof and related matters have been duly authorized, and their terms and the terms of their issuance and sale are such as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and as to comply with any requirement or restriction imposed by any court or governmental or regulatory body having jurisdiction over the Company, when (i) the Registration Statement has become effective under the Securities Act, (ii) the shares of Common Stock or of Preferred Stock, as the case may be, issuable upon exercise of the Stock Purchase Contracts have been duly and properly authorized for issuance as contemplated by paragraph 2 or 3 above, respectively, and (iii) the Stock Purchase Contracts have been duly executed, authenticated, issued, paid for and delivered as contemplated in the Registration Statement and any prospectus supplement relating thereto, and in accordance with any underwriting agreement, such Stock Purchase Contracts will constitute valid and binding obligations of the Company enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting the enforcement of creditors’ rights generally and to general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law). |
The Allstate Corporation
April 30, 2021
Page 6
7 | Assuming that Stock Purchase Units and the terms of the offering thereof and related matters have been duly authorized, and their terms and the terms of their issuance and sale are such as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and as to comply with any requirement or restriction imposed by any court or governmental or regulatory body having jurisdiction over the Company, when (i) the Registration Statement has become effective under the Securities Act, (ii) the other Offered Securities that are a component of such Stock Purchase Units have been duly and properly authorized for issuance and, in the case of Common Stock and Preferred Stock, are fully paid and non-assessable, (iii) in the case of Stock Purchase Units consisting at least in part of debt obligations of third parties, such debt obligations at all relevant times constitute the valid and binding obligations of the issuers thereof enforceable against the issuers thereof in accordance with their terms, (iv) the Stock Purchase Units have been duly executed, authenticated, and if required, issued, paid for and delivered as contemplated in the Registration Statement and any prospectus supplement relating thereto, and in accordance with any underwriting agreement, such Stock Purchase Units will constitute valid and binding obligations of the Company enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting the enforcement of creditors’ rights generally and to general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law). |
8. | Assuming that Guarantees and the terms of the offering thereof have been duly authorized, and the terms of the applicable Guarantee Agreement and the terms of the issuance and sale of the related Guarantees are such as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and as to comply with any requirement or restriction imposed by any court or governmental or regulatory body having jurisdiction over the Company, when (i) the Registration Statement has become effective under the Securities Act, (ii) the applicable Guarantee Agreement has been duly executed and delivered and (iii) Preferred Securities have been duly issued and delivered by the applicable Trust as contemplated in the Registration Statement and any prospectus supplement relating thereto and in accordance with any underwriting agreement and paid for, such Guarantees will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting the enforcement of creditors’ rights generally and to general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law). |
The Allstate Corporation
April 30, 2021
Page 7
We express no opinion as to the laws of any jurisdiction other than the laws of the State of New York, the General Corporation Law of the State of Delaware (the “DGCL”), the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting the Delaware Constitution and the DGCL, and the federal laws of the United States of America.
We express no opinion as to the application of the securities or blue sky laws of the several states to the sale of the Offered Securities. Without limiting the generality of the foregoing, except as set forth herein, we express no opinion in connection with the matters contemplated in the Registration Statement, and no opinion may be implied or inferred, except as expressly set forth herein.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the heading “Legal Opinions” in the Prospectus forming a part of the Registration Statement and in any amendments or supplements to the Registration Statement and Prospectus. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission thereunder.
Very truly yours, | ||
/s/ Willkie Farr & Gallagher LLP |
Exhibit 5.2
April 30, 2021
The Allstate Corporation
2775 Sanders Road
Northbrook, Illinois 60062
Allstate Financing VII
Allstate Financing VIII
Allstate Financing IX
Allstate Financing X
Re: | Allstate Financing VII Allstate Financing VIII Allstate Financing IX & Allstate Financing X |
Ladies and Gentlemen:
We have acted as special Delaware counsel for Allstate Financing VII (“Trust VII”), Allstate Financing VIII (“Trust VIII”), Allstate Financing IX (“Trust IX”) and Allstate Financing X (“Trust X”), each a Delaware statutory trust, in connection with the matters set forth herein (Trust VII, Trust VIII, Trust IX and Trust X are hereinafter collectively referred to as the “Trusts” and sometimes hereinafter individually referred to as a “Trust”). At your request, this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our examination of documents has been limited to the examination of originals or copies of the following:
(a) | The Certificate of Trust of Trust VII (the “Trust VII Certificate of Trust”), as filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on April 26, 2012; |
(b) | The Certificate of Trust of Trust VIII (the “Trust VIII Certificate of Trust”), as filed in the office of the Secretary of State on April 26, 2012; |
(c) | The Certificate of Trust of Trust IX (the “Trust IX Certificate of Trust”), as filed in the office of the Secretary of State on April 26, 2012; |
The Allstate Corporation
Allstate Financing VII
Allstate Financing VIII
Allstate Financing IX
Allstate Financing X
April 30, 2021
Page 2
(d) | The Certificate of Trust of Trust X (the “Trust X Certificate of Trust” and together with the Trust VII Certificate of Trust, Trust VIII Certificate of Trust and Trust IX Certificate of Trust, the “Certificates of Trust”), as filed in the office of the Secretary of State on April 26, 2012; |
(e) | The Trust Agreement of Trust VII, dated as of April 26, 2012, among The Allstate Corporation, a Delaware corporation (the “Company”), and the trustees of Trust VII named therein; |
(f) | The Trust Agreement of Trust VIII, dated as of April 26, 2012, among the Company and the trustees of Trust VIII named therein; |
(g) | The Trust Agreement of Trust IX, dated as of April 26, 2012, among the Company and the trustees of Trust IX named therein; |
(h) | The Trust Agreement of Trust X, dated as of April 26, 2012, among the Company and the trustees of Trust X named therein; |
(i) | The Registration Statement on Form S-3 (the “Registration Statement”), including a prospectus (the “Prospectus”), relating to, among other things, the Preferred Securities of the Trusts representing preferred beneficial interests in the assets of the Trusts (each, a “Preferred Security” and collectively, the “Preferred Securities”), in the form to be filed by the Company and the Trusts with the Securities and Exchange Commission on or about April 30, 2021; |
(j) | A form of Amended and Restated Trust Agreement for each of the Trusts, to be entered into among the Company and the trustees of the Trust named therein (collectively, the “Trust Agreements” and individually, a “Trust Agreement”), incorporated by reference in the Registration Statement; and |
(k) | A Certificate of Good Standing for each of the Trusts, dated April 29, 2021, obtained from the Secretary of State. |
Initially capitalized terms used herein and not otherwise defined are used as defined in the Trust Agreements.
For purposes of this opinion, we have not reviewed any documents other than the documents listed in paragraphs (a) through (k) above, which we believe are all of the documents reasonably necessary for us to have considered for purposes of rendering the opinions stated herein. In particular, we have not reviewed any document (other than the documents listed in paragraphs (a) through (k) above) that is referred to in or incorporated by reference into the documents reviewed by us. We have assumed that there exists no provision in any document that we have not reviewed that is inconsistent with the opinions stated herein. We have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.
The Allstate Corporation
Allstate Financing VII
Allstate Financing VIII
Allstate Financing IX
Allstate Financing X
April 30, 2021
Page 3
With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that each of the Trust Agreements will constitute the entire agreement among the parties thereto with respect to the subject matter thereof, including with respect to the creation, operation and termination of the applicable Trust, and that the Trust Agreements and the Certificates of Trust will be in full force and effect and will not be amended, (ii) except to the extent provided in paragraph 1 below, the due organization or due formation, as the case may be, and valid existence in good standing of each party to the documents examined by us under the laws of the jurisdiction governing its organization or formation, (iii) the legal capacity of natural persons who are parties to the documents examined by us, (iv) that each of the parties to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, (v) the due authorization, execution and delivery by all parties thereto (other than the Trusts) of all documents examined by us, (vi) the receipt by each Person to whom a Preferred Security is to be issued by the Trusts (collectively, the “Preferred Security Holders”) of a Preferred Security Certificate for such Preferred Security and the payment for such Preferred Security, in accordance with the Trust Agreements and the Registration Statement, and (vii) that the Preferred Securities will be executed, authenticated, issued and sold to the Preferred Security Holders in accordance with the Trust Agreements and the Registration Statement. We have not participated in the preparation of the Registration Statement or the Prospectus and assume no responsibility for their contents.
This opinion is limited to the laws of the State of Delaware (excluding the securities laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder which are currently in effect.
Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that:
1. Each of the Trusts has been duly formed and is validly existing in good standing as a statutory trust under the Statutory Trust Act.
The Allstate Corporation
Allstate Financing VII
Allstate Financing VIII
Allstate Financing IX
Allstate Financing X
April 30, 2021
Page 4
2. The Preferred Securities of each Trust will represent validly issued and, subject to the qualifications set forth in paragraph 3 below, fully paid and nonassessable undivided beneficial interests in the assets of the applicable Trust.
3. The Preferred Security Holders, as beneficial owners of the applicable Trust, will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. We note that the Preferred Security Holders may be obligated to make payments as set forth in the Trust Agreements.
We consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. We hereby consent to the use of our name under the heading “Legal Opinions” in the Prospectus. In giving the foregoing consents, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.
Very truly yours, | ||
/s/ Richards, Layton & Finger, P.A. |
DKD/
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-3 of our reports dated February 19, 2021, relating to the consolidated financial statements and financial statement schedules of The Allstate Corporation and the effectiveness of The Allstate Corporation’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of The Allstate Corporation for the year ended December 31, 2020. We also consent to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP | ||
Chicago, Illinois | ||
April 30, 2021 |
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) ¨
_______________________________________________________
U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
31-0841368
I.R.S. Employer Identification No.
800 Nicollet Mall Minneapolis, Minnesota |
55402 |
(Address of principal executive offices) | (Zip Code) |
Carolina D Altomare
U.S. Bank National Association
One Federal Street
Boston, MA 02110
(617) 603-6574
(Name, address and telephone number of agent for service)
THE ALLSTATE CORPORATION
(Issuer with respect to the Securities)
Delaware | 36-3871531 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
2775 Sanders Road Northbrook, Illinois 60062 |
60062 |
(Address of Principal Executive Offices) | (Zip Code) |
SENIOR 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. A | FFILIATIONS WITH THE 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 3. |
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, 2020 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7. |
* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.
** Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR, Registration Number 333-199863 filed on November 5, 2014.
2
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. 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 and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Boston, Commonwealth of Massachusetts on the 30th of April, 2021.
By: | /s/ Carolina D Altomare | |
Carolina D Altomare | ||
Vice President |
3
Exhibit 2
4
Exhibit 3
5
Exhibit 6
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK 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: April 30, 2021 | ||
By: | /s/ Carolina D Altomare | |
Carolina D Altomare | ||
Vice President |
6
Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 12/31/2020
($000’s)
12/31/2020 | ||||
Assets | ||||
Cash and Balances Due From Depository Institutions | $ | 62,424,852 | ||
Securities | 135,372,305 | |||
Federal Funds | 149 | |||
Loans & Lease Financing Receivables | 299,153,643 | |||
Fixed Assets | 7,454,095 | |||
Intangible Assets | 12,786,750 | |||
Other Assets | 27,582,366 | |||
Total Assets | $ | 544,774,160 | ||
Liabilities | ||||
Deposits | $ | 442,835,836 | ||
Fed Funds | 1,175,229 | |||
Treasury Demand Notes | 0 | |||
Trading Liabilities | 1,036,903 | |||
Other Borrowed Money | 29,719,033 | |||
Acceptances | 0 | |||
Subordinated Notes and Debentures | 3,850,000 | |||
Other Liabilities | 14,494,315 | |||
Total Liabilities | $ | 491,385,123 | ||
Equity | ||||
Common and Preferred Stock | 18,200 | |||
Surplus | 14,266,915 | |||
Undivided Profits | 38,303,668 | |||
Minority Interest in Subsidiaries | 800,323 | |||
Total Equity Capital | $ | 53,389,106 | ||
Total Liabilities and Equity Capital | $ | 544,774,160 |
7
Exhibit 25.2
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 NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
31-0841368
I.R.S. Employer Identification No.
800 Nicollet Mall Minneapolis, Minnesota |
55402 |
(Address of principal executive offices) | (Zip Code) |
Carolina D Altomare
U.S. Bank National Association
One Federal Street
Boston, MA 02110
(617) 603-6574
(Name, address and telephone number of agent for service)
THE ALLSTATE CORPORATION
(Issuer with respect to the Securities)
Delaware | 36-3871531 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
2775 Sanders Road Northbrook, Illinois 60062 |
60062 |
(Address of Principal Executive Offices) | (Zip Code) |
SUBORDINATED 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 THE 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 3. |
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, 2020 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7. |
* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.
** Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR, Registration Number 333-199863 filed on November 5, 2014.
2
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. 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 and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Boston, Commonwealth of Massachusetts on the 30th of April, 2021.
By: | /s/ Carolina D Altomare | |
Carolina D Altomare | ||
Vice President |
3
Exhibit 2
4
Exhibit 3
5
Exhibit 6
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK 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: April 30, 2021 | ||
By: | /s/ Carolina D Altomare | |
Carolina D Altomare | ||
Vice President |
6
Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 12/31/2020
($000’s)
12/31/2020 | ||||
Assets | ||||
Cash and Balances Due From Depository Institutions | $ | 62,424,852 | ||
Securities | 135,372,305 | |||
Federal Funds | 149 | |||
Loans & Lease Financing Receivables | 299,153,643 | |||
Fixed Assets | 7,454,095 | |||
Intangible Assets | 12,786,750 | |||
Other Assets | 27,582,366 | |||
Total Assets | $ | 544,774,160 | ||
Liabilities | ||||
Deposits | $ | 442,835,836 | ||
Fed Funds | 1,175,229 | |||
Treasury Demand Notes | 0 | |||
Trading Liabilities | 1,036,903 | |||
Other Borrowed Money | 29,719,033 | |||
Acceptances | 0 | |||
Subordinated Notes and Debentures | 3,850,000 | |||
Other Liabilities | 14,494,315 | |||
Total Liabilities | $ | 491,385,123 | ||
Equity | ||||
Common and Preferred Stock | 18,200 | |||
Surplus | 14,266,915 | |||
Undivided Profits | 38,303,668 | |||
Minority Interest in Subsidiaries | 800,323 | |||
Total Equity Capital | $ | 53,389,106 | ||
Total Liabilities and Equity Capital | $ | 544,774,160 |
7
Exhibit 25.3
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 NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
31-0841368
I.R.S. Employer Identification No.
800 Nicollet Mall Minneapolis, Minnesota |
55402 |
(Address of principal executive offices) | (Zip Code) |
Carolina D Altomare
U.S. Bank National Association
One Federal Street
Boston, MA 02110
(617) 603-6574
(Name, address and telephone number of agent for service)
ALLSTATE FINANCING VII
(Issuer with respect to the Securities)
Delaware | 36-7244276 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
C/O The Allstate Corporation 2775 Sanders Road Northbrook, Illinois 60062 |
60062 |
(Address of Principal Executive Offices) | (Zip Code) |
PREFERRED 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 THE 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 3. |
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, 2020 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7. |
* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.
** Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR, Registration Number 333-199863 filed on November 5, 2014.
2
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. 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 and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Boston, Commonwealth of Massachusetts on the 30th of April, 2021.
By: | /s/ Carolina D Altomare | |
Carolina D Altomare | ||
Vice President |
3
Exhibit 2
4
Exhibit 3
5
Exhibit 6
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK 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: April 30, 2021 | ||
By: | /s/ Carolina D Altomare | |
Carolina D Altomare | ||
Vice President |
6
Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 12/31/2020
($000’s)
12/31/2020 | ||||
Assets | ||||
Cash and Balances Due From Depository Institutions | $ | 62,424,852 | ||
Securities | 135,372,305 | |||
Federal Funds | 149 | |||
Loans & Lease Financing Receivables | 299,153,643 | |||
Fixed Assets | 7,454,095 | |||
Intangible Assets | 12,786,750 | |||
Other Assets | 27,582,366 | |||
Total Assets | $ | 544,774,160 | ||
Liabilities | ||||
Deposits | $ | 442,835,836 | ||
Fed Funds | 1,175,229 | |||
Treasury Demand Notes | 0 | |||
Trading Liabilities | 1,036,903 | |||
Other Borrowed Money | 29,719,033 | |||
Acceptances | 0 | |||
Subordinated Notes and Debentures | 3,850,000 | |||
Other Liabilities | 14,494,315 | |||
Total Liabilities | $ | 491,385,123 | ||
Equity | ||||
Common and Preferred Stock | 18,200 | |||
Surplus | 14,266,915 | |||
Undivided Profits | 38,303,668 | |||
Minority Interest in Subsidiaries | 800,323 | |||
Total Equity Capital | $ | 53,389,106 | ||
Total Liabilities and Equity Capital | $ | 544,774,160 |
7
Exhibit 25.4
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 NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
31-0841368
I.R.S. Employer Identification No.
800 Nicollet Mall Minneapolis, Minnesota |
55402 |
(Address of principal executive offices) | (Zip Code) |
Carolina D Altomare
U.S. Bank National Association
One Federal Street
Boston, MA 02110
(617) 603-6574
(Name, address and telephone number of agent for service)
ALLSTATE FINANCING VIII
(Issuer with respect to the Securities)
Delaware | 36-7244276 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
C/O The Allstate Corporation 2775 Sanders Road Northbrook, Illinois 60062 |
60062 |
(Address of Principal Executive Offices) | (Zip Code) |
PREFERRED 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 THE 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 3. |
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, 2020 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7. |
* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.
** Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR, Registration Number 333-199863 filed on November 5, 2014.
2
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. 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 and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Boston, Commonwealth of Massachusetts on the 30th of April, 2021.
By: | /s/ Carolina D Altomare | |
Carolina D Altomare | ||
Vice President |
3
Exhibit 2
4
Exhibit 3
5
Exhibit 6
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK 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: April 30, 2021 | ||
By: | /s/ Carolina D Altomare | |
Carolina D Altomare | ||
Vice President |
6
Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 12/31/2020
($000’s)
12/31/2020 | |||||
Assets | |||||
Cash and Balances Due From | $ | 62,424,852 | |||
Depository Institutions | |||||
Securities | 135,372,305 | ||||
Federal Funds | 149 | ||||
Loans & Lease Financing Receivables | 299,153,643 | ||||
Fixed Assets | 7,454,095 | ||||
Intangible Assets | 12,786,750 | ||||
Other Assets | 27,582,366 | ||||
Total Assets | $ | 544,774,160 | |||
Liabilities | |||||
Deposits | $ | 442,835,836 | |||
Fed Funds | 1,175,229 | ||||
Treasury Demand Notes | 0 | ||||
Trading Liabilities | 1,036,903 | ||||
Other Borrowed Money | 29,719,033 | ||||
Acceptances | 0 | ||||
Subordinated Notes and Debentures | 3,850,000 | ||||
Other Liabilities | 14,494,315 | ||||
Total Liabilities | $ | 491,385,123 | |||
Equity | |||||
Common and Preferred Stock | 18,200 | ||||
Surplus | 14,266,915 | ||||
Undivided Profits | 38,303,668 | ||||
Minority Interest in Subsidiaries | 800,323 | ||||
Total Equity Capital | $ | 53,389,106 | |||
Total Liabilities and Equity Capital | $ | 544,774,160 |
7
Exhibit 25.5
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 NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
31-0841368
I.R.S. Employer Identification No.
800 Nicollet Mall Minneapolis, Minnesota |
55402 |
(Address of principal executive offices) | (Zip Code) |
Carolina D Altomare
U.S. Bank National Association
One Federal Street
Boston, MA 02110
(617) 603-6574
(Name, address and telephone number of agent for service)
ALLSTATE FINANCING IX
(Issuer with respect to the Securities)
Delaware | 36-7244276 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
C/O The Allstate Corporation 2775 Sanders Road Northbrook, Illinois 60062 |
60062 |
(Address of Principal Executive Offices) | (Zip Code) |
PREFERRED 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 THE 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 3. |
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, 2020 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7. |
* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.
** Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR, Registration Number 333-199863 filed on November 5, 2014.
2
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. 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 and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Boston, Commonwealth of Massachusetts on the 30th of April, 2021.
By: | /s/ Carolina D Altomare | |
Carolina D Altomare | ||
Vice President |
3
Exhibit 2
4
Exhibit 3
5
Exhibit 6
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK 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: April 30, 2021 | ||
By: | /s/ Carolina D Altomare | |
Carolina D Altomare | ||
Vice President |
6
Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 12/31/2020
($000’s)
12/31/2020 | ||||
Assets | ||||
Cash and Balances Due From Depository Institutions | $ | 62,424,852 | ||
Securities | 135,372,305 | |||
Federal Funds | 149 | |||
Loans & Lease Financing Receivables | 299,153,643 | |||
Fixed Assets | 7,454,095 | |||
Intangible Assets | 12,786,750 | |||
Other Assets | 27,582,366 | |||
Total Assets | $ | 544,774,160 | ||
Liabilities | ||||
Deposits | $ | 442,835,836 | ||
Fed Funds | 1,175,229 | |||
Treasury Demand Notes | 0 | |||
Trading Liabilities | 1,036,903 | |||
Other Borrowed Money | 29,719,033 | |||
Acceptances | 0 | |||
Subordinated Notes and Debentures | 3,850,000 | |||
Other Liabilities | 14,494,315 | |||
Total Liabilities | $ | 491,385,123 | ||
Equity | ||||
Common and Preferred Stock | 18,200 | |||
Surplus | 14,266,915 | |||
Undivided Profits | 38,303,668 | |||
Minority Interest in Subsidiaries | 800,323 | |||
Total Equity Capital | $ | 53,389,106 | ||
Total Liabilities and Equity Capital | $ | 544,774,160 |
7
Exhibit 25.6
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 NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
31-0841368
I.R.S. Employer Identification No.
800 Nicollet Mall Minneapolis, Minnesota |
55402 |
(Address of principal executive offices) | (Zip Code) |
Carolina D Altomare
U.S. Bank National Association
One Federal Street
Boston, MA 02110
(617) 603-6574
(Name, address and telephone number of agent for service)
ALLSTATE FINANCING X
(Issuer with respect to the Securities)
Delaware | 36-7244276 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
C/O The Allstate Corporation 2775 Sanders Road Northbrook, Illinois 60062 |
60062 |
(Address of Principal Executive Offices) | (Zip Code) |
PREFERRED 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 THE 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 3. |
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, 2020 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7. |
* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.
** Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR, Registration Number 333-199863 filed on November 5, 2014.
2
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. 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 and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Boston, Commonwealth of Massachusetts on the 30th of April, 2021.
By: | /s/ Carolina D Altomare | |
Carolina D Altomare | ||
Vice President |
3
Exhibit 2
4
Exhibit 3
5
Exhibit 6
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK 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: April 30, 2021 | ||
By: | /s/ Carolina D Altomare | |
Carolina D Altomare | ||
Vice President |
6
Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 12/31/2020
($000’s)
12/31/2020 | ||||
Assets | ||||
Cash and Balances Due From Depository Institutions | $ | 62,424,852 | ||
Securities | 135,372,305 | |||
Federal Funds | 149 | |||
Loans & Lease Financing Receivables | 299,153,643 | |||
Fixed Assets | 7,454,095 | |||
Intangible Assets | 12,786,750 | |||
Other Assets | 27,582,366 | |||
Total Assets | $ | 544,774,160 | ||
Liabilities | ||||
Deposits | $ | 442,835,836 | ||
Fed Funds | 1,175,229 | |||
Treasury Demand Notes | 0 | |||
Trading Liabilities | 1,036,903 | |||
Other Borrowed Money | 29,719,033 | |||
Acceptances | 0 | |||
Subordinated Notes and Debentures | 3,850,000 | |||
Other Liabilities | 14,494,315 | |||
Total Liabilities | $ | 491,385,123 | ||
Equity | ||||
Common and Preferred Stock | 18,200 | |||
Surplus | 14,266,915 | |||
Undivided Profits | 38,303,668 | |||
Minority Interest in Subsidiaries | 800,323 | |||
Total Equity Capital | $ | 53,389,106 | ||
Total Liabilities and Equity Capital | $ | 544,774,160 |
7
Exhibit 25.7
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 NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
31-0841368
I.R.S. Employer Identification No.
800 Nicollet Mall Minneapolis, Minnesota |
55402 |
(Address of principal executive offices) | (Zip Code) |
Carolina D Altomare
U.S. Bank National Association
One Federal Street
Boston, MA 02110
(617) 603-6574
(Name, address and telephone number of agent for service)
THE ALLSTATE CORPORATION
(Issuer with respect to the Securities)
Delaware | 36-3871531 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
2775 Sanders Road Northbrook, Illinois 60062 |
60062 |
(Address of Principal Executive Offices) | (Zip Code) |
PREFERRED SECURITIES GUARANTEES
(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 THE 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 3. |
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, 2020 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7. |
* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.
** Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR, Registration Number 333-199863 filed on November 5, 2014.
2
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. 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 and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Boston, Commonwealth of Massachusetts on the 30th of April, 2021.
By: | /s/ Carolina D Altomare | |
Carolina D Altomare | ||
Vice President |
3
Exhibit 2
4
Exhibit 3
5
Exhibit 6
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK 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: April 30, 2021 | ||
By: | /s/ Carolina D Altomare | |
Carolina D Altomare | ||
Vice President |
6
Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 12/31/2020
($000’s)
12/31/2020 | ||||
Assets | ||||
Cash and Balances Due From Depository Institutions | $ | 62,424,852 | ||
Securities | 135,372,305 | |||
Federal Funds | 149 | |||
Loans & Lease Financing Receivables | 299,153,643 | |||
Fixed Assets | 7,454,095 | |||
Intangible Assets | 12,786,750 | |||
Other Assets | 27,582,366 | |||
Total Assets | $ | 544,774,160 | ||
Liabilities | ||||
Deposits | $ | 442,835,836 | ||
Fed Funds | 1,175,229 | |||
Treasury Demand Notes | 0 | |||
Trading Liabilities | 1,036,903 | |||
Other Borrowed Money | 29,719,033 | |||
Acceptances | 0 | |||
Subordinated Notes and Debentures | 3,850,000 | |||
Other Liabilities | 14,494,315 | |||
Total Liabilities | $ | 491,385,123 | ||
Equity | ||||
Common and Preferred Stock | 18,200 | |||
Surplus | 14,266,915 | |||
Undivided Profits | 38,303,668 | |||
Minority Interest in Subsidiaries | 800,323 | |||
Total Equity Capital | $ | 53,389,106 | ||
Total Liabilities and Equity Capital | $ | 544,774,160 |
7
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