EX-25.1 4 s-3may2019exhibit251.htm EXHIBIT 25.1 Exhibit





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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)
___________________________
INTL FCSTONE INC.
(Exact name of obligor as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
59-2921318
(I.R.S. employer
identification no.)
155 East 44th Street, Suite 1500
New York, New York
(Address of principal executive offices)

10017
(Zip code)
___________________________
Debt Securities
(Title of the indenture securities)
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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") and 17 C.F.R. 229.10(d).
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).
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.








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 7th day of May, 2019.

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






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 December 31, 2018, 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
$
5,260,000

Interest-bearing balances
79,008,000

Securities:
 
Held-to-maturity securities
33,972,000

Available-for-sale securities
82,048,000

Equity securities with readily determinable fair values not held for trading
33,000

Federal funds sold and securities purchased under agreements to resell:
 
   Federal funds sold in domestic offices
2,000

   Securities purchased under agreements to resell
33,289,000

Loans and lease financing receivables:
 
Loans and leases held for sale

Loans and leases held for investment
26,158,000

LESS: Allowance for loan and lease losses
119,000

Loans and leases held for investment, net of allowance
26,039,000

Trading assets
2,731,000

Premises and fixed assets (including capitalized leases)
1,586,000

Other real estate owned
2,000

Investments in unconsolidated subsidiaries and associated companies
1,765,000

Direct and indirect investments in real estate ventures

Intangible assets
7,090,000

Other assets
13,586,000

Total assets
$
286,411,000








LIABILITIES
 
Deposits:
 
In domestic offices
$
139,207,000

Noninterest-bearing
65,812,000

Interest-bearing
73,395,000

In foreign offices, Edge and Agreement subsidiaries, and IBFs
104,092,000

Noninterest-bearing
6,080,000

Interest-bearing
98,012,000

Federal funds purchased and securities sold under agreements to repurchase:
 
   Federal funds purchased in domestic offices
4,621,000

   Securities sold under agreements to repurchase
163,000

Trading liabilities
2,254,000

Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)
3,624,000

Not applicable
 
Not applicable
 
Subordinated notes and debentures
515,000

Other liabilities
6,102,000

Total liabilities
$
260,578,000

EQUITY CAPITAL
 
Perpetual preferred stock and related surplus
$

Common stock
1,135,000

Surplus (exclude all surplus related to preferred stock)
10,964,000

Retained earnings
15,065,000

Accumulated other comprehensive income
(1,681,000
)
Other equity capital components

Total bank equity capital
25,483,000

Noncontrolling (minority) interests in consolidated subsidiaries
350,000

Total equity capital
25,833,000

Total liabilities and equity capital
$
286,411,000


I, Michael Santomassimo, 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.
Michael Santomassimo
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.
Charles W. Scharf
Samuel C. Scott
Joseph J. Echevarria
Directors