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Pennsylvania
(State or other jurisdiction of incorporation or organization) |
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23-2234473
(I.R.S. Employer
Identification Number)
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Large accelerated filer
☒
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Accelerated filer
☐
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Non-accelerated filer
☐
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Smaller reporting company
☐
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Emerging growth company
☐
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Title of Each Class of Securities
to be Registered(1) |
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Amount to be
Registered |
| |
Proposed Maximum Offering
Price Per Unit |
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Proposed Maximum
Aggregate Offering Price |
| |
Amount of
Registration Fee |
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Common Stock
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| | |
|
(2
)
|
| | | |
|
(2
)
|
| | | |
|
(2
)
|
| | | |
|
(2
)
|
| |
Preferred Stock
|
| | |
|
(2
)
|
| | | |
|
(2
)
|
| | | |
|
(2
)
|
| | | |
|
(2
)
|
| |
Depositary Shares
|
| | |
|
(2
)
|
| | | |
|
(2
)
|
| | | |
|
(2
)
|
| | | |
|
(2
)
|
| |
Debt Securities
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| | |
|
(2
)
|
| | | |
|
(2
)
|
| | | |
|
(2
)
|
| | | |
|
(2
)
|
| |
Total
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| | |
|
(2
)
|
| | | |
|
(2
)
|
| | | |
|
(2
)
|
| | | |
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(2
)
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Page
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| | | | 5 | | | |
| | | | 6 | | | |
| | | | 6 | | |
|
Filing Fee – Securities and Exchange Commission
|
| | | $ | (1) | | |
|
Accounting fees and expenses
|
| | | | (2) | | |
|
Legal fees and expenses
|
| | | | (2) | | |
|
Trustee and depositary fees and expenses
|
| | | | (2) | | |
|
Printing and engraving expenses
|
| | | | (2) | | |
|
Blue Sky fees and expenses
|
| | | | (2) | | |
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Rating agency fees
|
| | | | (2) | | |
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Listing fees and expenses
|
| | | | (2) | | |
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Miscellaneous expenses
|
| | | | (2) | | |
|
Total expenses
|
| | | $ | (2) | | |
|
Signatures
|
| |
Title
|
| |
Date
|
|
|
/s/ Jay A. Snowden
Jay A. Snowden
|
| | President, Chief Executive Officer and Director (Principal Executive Officer) | | |
May 11, 2020
|
|
|
/s/ David Williams
David Williams
|
| | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | |
May 11, 2020
|
|
|
/s/ Christine LaBombard
Christine LaBombard
|
| | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | | |
May 11, 2020
|
|
|
/s/ David A. Handler
David A. Handler
|
| | Director, Chairman of the Board | | |
May 11, 2020
|
|
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/s/ John M. Jacquemin
John M. Jacquemin
|
| | Director | | |
May 11, 2020
|
|
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/s/ Ronald J. Naples
Ronald J. Naples
|
| | Director | | |
May 11, 2020
|
|
|
Signatures
|
| |
Title
|
| |
Date
|
|
|
/s/ Saul V. Reibstein
Saul V. Reibstein
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| | Director | | |
May 11, 2020
|
|
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/s/ Barbara Z. Shattuck Kohn
Barbara Z. Shattuck Kohn
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| | Director | | |
May 11, 2020
|
|
|
/s/ Jane Scaccetti
Jane Scaccetti
|
| | Director | | |
May 11, 2020
|
|
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Page
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|
§ 310(a)(1)
|
| | 7.10 | |
|
(a)(2)
|
| | 7.10 | |
|
(a)(3)
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| |
Not Applicable
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|
|
(a)(4)
|
| |
Not Applicable
|
|
|
(a)(5)
|
| | 7.10 | |
|
(b)
|
| | 7.10 | |
|
§ 311(a)
|
| | 7.11 | |
|
(b)
|
| | 7.11 | |
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(c)
|
| |
Not Applicable
|
|
|
§ 312(a)
|
| | 2.6 | |
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(b)
|
| | 10.3 | |
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(c)
|
| | 10.3 | |
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§ 313(a)
|
| | 7.6 | |
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(b)(1)
|
| | 7.6 | |
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(b)(2)
|
| | 7.6 | |
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(c)(1)
|
| | 7.6 | |
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(d)
|
| | 7.6 | |
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§ 314(a)
|
| | 4.2, 10.5 | |
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(b)
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Not Applicable
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(c)(1)
|
| | 10.4 | |
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(c)(2)
|
| | 10.4 | |
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(c)(3)
|
| |
Not Applicable
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|
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(d)
|
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Not Applicable
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|
|
(e)
|
| | 10.5 | |
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(f)
|
| |
Not Applicable
|
|
|
§ 315(a)
|
| | 7.1 | |
|
(b)
|
| | 7.5 | |
|
(c)
|
| | 7.1 | |
|
(d)
|
| | 7.1 | |
|
(e)
|
| | 6.14 | |
|
§ 316(a)
|
| | 2.10 | |
|
(a)(1)(A)
|
| | 6.12 | |
|
(a)(1)(B)
|
| | 6.13 | |
|
(b)
|
| | 6.8 | |
|
§ 317(a)(1)
|
| | 6.3 | |
|
(a)(2)
|
| | 6.4 | |
|
(b)
|
| | 2.5 | |
|
§ 318(a)
|
| | 10.1 | |
TERM
|
| |
DEFINED IN
SECTION |
| |||
“Bankruptcy Law”
|
| | | | 6.1 | | |
“Custodian”
|
| | | | 6.1 | | |
“Event of Default”
|
| | | | 6.1 | | |
“Judgment Currency”
|
| | | | 10.16 | | |
“Legal Holiday”
|
| | | | 10.7 | | |
“mandatory sinking fund payment”
|
| | | | 11.1 | | |
“New York Banking Day”
|
| | | | 10.16 | | |
“Notice Agent”
|
| | | | 2.4 | | |
“optional sinking fund payment”
|
| | | | 11.1 | | |
“Paying Agent”
|
| | | | 2.4 | | |
“Registrar”
|
| | | | 2.4 | | |
“Required Currency”
|
| | | | 10.16 | | |
“Specified Courts”
|
| | | | 10.10 | | |
“successor person”
|
| | | | 5.1 | | |
Exhibit 5.1
[Wachtell, Lipton, Rosen & Katz Letterhead]
May 11, 2020
Penn National Gaming, Inc.
825 Berkshire Blvd., Suite 200
Wyomissing, Pennsylvania 19610
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special outside counsel to Penn National Gaming, Inc., a Pennsylvania corporation (the “Company”), in connection with the Registration Statement on Form S-3 (the “Registration Statement”) to be filed on the date hereof with the Securities and Exchange Commission (the “SEC”) in connection with the registration, pursuant to the Securities Act of 1933, as amended (including the rules and regulations thereunder, the “Act”), that is automatically effective under the Act pursuant to Rule 462(e) promulgated thereunder of an indeterminate amount of the Company’s common stock, par value $.01 per share (“Common Stock”), preferred stock, par value $.01 per share (“Preferred Stock”), depositary shares representing a fraction of a share of a particular class or series of the Preferred Stock and debt securities (the “Notes”).
The Notes will be issued pursuant to an Indenture (the “Indenture”), between the Company and Well Fargo Bank, N.A., as trustee (the “Trustee”), a form of which is filed as Exhibit 4.4 to the Registration Statement.
The prospectus that is part of the Registration Statement as supplemented in the future by various supplements to the prospectus (each, a “Prospectus Supplement”) will provide for the issuance and sale by the Company of the Notes.
In rendering the opinions stated herein, we have examined and relied upon the following: (a) the Registration Statement; (b) the form of the Indenture, which is being filed as an exhibit to the Registration Statement; (c) the Amended and Restated Articles of Incorporation, as amended, of the Company; (d) the Fourth Amended and Restated Bylaws, as amended, of the Company, as in effect as of the date hereof; and (e) a copy of certain resolutions of the Board of Directors of the Company relating to the registration of the Notes. In our capacity as special outside counsel to the Company, we have examined and relied on originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records, certificates of the Company or public officials and other instruments as we have deemed necessary or appropriate for the purposes of this opinion letter. In such examination, we have assumed (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; (c) the truth, accuracy and completeness of the information, representations and warranties contained in the agreements, records, documents, instruments and certificates we have reviewed; (d) the Registration Statement, and any amendments thereto (including post-effective amendments), are effective under the Act; (e) a Prospectus Supplement and related term sheet, as applicable, filed as a free writing prospectus (a “term sheet”) will have been filed with the SEC describing the Notes offered thereby; (f) all Notes will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement and the applicable Prospectus Supplement(s); (g) a definitive purchase, underwriting, agency or similar agreement with respect to any Notes offered (an “Underwriting Agreement” and together with documents pursuant to which the Notes are governed, the “Transaction Documents”) will have been duly authorized and validly executed and delivered by the parties thereto; (h) any Notes that may be issued will be issued in a form that complies with the Indenture, and any supplemental indenture to be entered into in connection with the issuance of such Notes will be manually signed or countersigned, as the case may be, by duly authorized officers of the Company and of the trustee named therein; and (i) at the time of any issuance Notes convertible into, exchangeable, redeemable or exercisable for Common Stock or Preferred Stock, there will be sufficient authorized but unissued shares of Common Stock or Preferred Stock, as applicable, reserved for such issuance and any Common Stock or Preferred Stock issuable upon conversion, exchange, redemption or exercise of any Notes being offered will be duly authorized and created. We have assumed that the terms of the Notes have been duly authorized and created by the Company, and that the terms of the Notes have been established so as not to, and that the execution and delivery by the parties thereto of the documents pursuant to which the Notes are governed and the performance of such parties’ obligations thereunder will not, breach, violate, conflict with or constitute a default under (1) the organizational documents of any party or any agreement or instrument to which any party thereto is subject, (2) any law, rule or regulation to which any party thereto is subject (excepting the laws of the State of New York and the federal securities laws of the United States of America as such laws apply to the Company and the transaction pursuant to which the Notes are offered), (3) any judicial or regulatory order or decree of any governmental authority, or (4) any consent, approval, license, authorization or validation of, or filing, recording or registration with any governmental authority. We also assume that at the time of issuance of the Notes the Company is and will remain duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania and that the Company will have duly authorized the issuance of the Notes and related matters. As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied and will rely upon statements and representations of officers and other representatives of the Company and others.
We are members of the Bar of the State of New York, and we have not considered, and we express no opinion as to, the laws of any jurisdiction other than the laws of the State of New York that a New York lawyer exercising customary professional diligence would reasonably be expected to recognize as being applicable to the Company, the Transaction Documents or the transactions governed by the Transaction Documents (the “Relevant Laws”). Without limiting the generality of the foregoing definition of Relevant Laws, the term “Relevant Laws” does not include any law, rule or regulation that is applicable to the Company or the Transaction Documents or such transactions solely because such law, rule or regulation is part of a regulatory regime applicable to any party to any of the Transaction Documents or any of its affiliates due to the specific assets or business of such party or such affiliate.
We express no opinion
with respect to the enforceability of (i) consents to, or restrictions upon, judicial relief or jurisdiction or venue; (ii) waivers
of rights or defenses with respect to stay, extension or usury laws; (iii) advance waivers of claims, defenses, rights granted
by law, or notice, opportunity for hearing, evidentiary requirements, statutes of limitation, trial by jury or at law, or other
procedural rights; (iv) broadly or vaguely stated waivers of rights; (v) provisions authorizing or validating conclusive or discretionary
determinations; (vi) restrictions upon non-written modifications and waivers; (vii) severability clauses; or (viii) provisions
for liquidated damages, default interest, late charges, monetary penalties, forfeitures, make-whole premiums or other economic
remedies to the extent such provisions are deemed to constitute a penalty.
Insofar as the opinions expressed herein relate to or are dependent upon matters governed by the laws of the Commonwealth of Pennsylvania, we have relied upon the opinion letter, dated the date hereof, of Ballard Spahr LLP, special counsel to the Company, which opinion letter is being filed as Exhibit 5.2 to the Registration Statement.
Based upon the foregoing, and subject to the qualifications set forth in this letter, we advise you that, in our opinion, with respect to any series of Notes to be offered by the Company pursuant to the Registration Statement (the “Offered Debt Securities”), when (a) the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Act and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended; (b) an appropriate Prospectus Supplement and term sheet with respect to the Offered Debt Securities has been prepared, delivered and filed in compliance with the Act; (c) the Indenture and any supplemental indenture in respect of such Offered Debt Securities have been duly authorized, executed and delivered by each party thereto; (d) the terms of the Offered Debt Securities and of their issuance and sale have been duly established in conformity with the applicable Indenture and any supplemental indenture to be entered into in connection with the issuance of such Offered Debt Securities; and (e) the Offered Debt Securities have been duly authorized, executed and delivered against payment of the agreed-upon consideration therefor, the Offered Debt Securities when issued and sold in accordance with the Indenture, any supplemental indenture to be entered into in connection with the issuance of such Offered Debt Securities and the Underwriting Agreement, will be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms;
-2-
The opinions set forth above are subject to the effects of (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally; (b) general equitable principles (whether considered in a proceeding in equity or at law); (c) an implied covenant of good faith and fair dealing; (d) provisions of law that require that a judgment for money damages rendered by a court in the United States be expressed only in United States dollars; (e) limitations by any governmental authority that limit, delay or prohibit the making of payments outside the United States; and (f) generally applicable laws that (1) provide for the enforcement of oral waivers or modifications where a material change of position in reliance thereon has occurred or provide that a course of performance may operate as a waiver, (2) limit the availability of a remedy under certain circumstances where another remedy has been elected, (3) limit the enforceability of provisions releasing, exculpating or exempting a party from, or requiring indemnification of a party for, liability for its own action or inaction, to the extent the action or inaction involves negligence, gross negligence, recklessness, willful misconduct or unlawful conduct, (4) may, where less than all of a contract may be unenforceable, limit the enforceability of the balance of the contract to circumstances in which the unenforceable portion is not an essential part of the agreed-upon exchange, (5) may limit the enforceability of provisions providing for compounded interest, imposing increased interest rates or late payment charges upon delinquency in payment or default or providing for liquidated damages or for premiums or penalties upon acceleration, or (6) limit the waiver of rights under usury laws. Furthermore, the manner in which any particular issue relating to the opinions would be treated in any actual court case would depend in part on facts and circumstances particular to the case and would also depend on how the court involved chose to exercise the wide discretionary authority generally available to it. We express no opinion as to the effect of Section 210(p) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
We express no opinion as to whether, or the extent to which, the laws of any particular jurisdiction apply to the subject matter hereof, including, without limitation, the enforceability of the governing law provision contained in any Notes and their governing documents.
This letter speaks only as of its date and is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act. We hereby consent to the filing of copies of this opinion letter as an exhibit to the Registration Statement and to the use of our name in the prospectus forming a part of the Registration Statement under the caption “Legal Matters.” In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act.
Very truly yours, | |
/s/ Wachtell, Lipton, Rosen & Katz | |
Wachtell, Lipton, Rosen & Katz |
-3-
Exhibit 5.2
May 11, 2020
Penn National Gaming, Inc.
825 Berkshire Blvd., Suite 200
Wyomissing, Pennsylvania 19610
Re: | Registration Statement on Form S-3 for Penn National Gaming, Inc. |
Ladies and Gentlemen:
We have acted as counsel to Penn National Gaming, Inc., a Pennsylvania corporation (the “Company”), in connection with the filing of a Registration Statement on Form S-3 (the “Registration Statement”), relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), that is automatically effective under the Securities Act pursuant to Rule 462(e) promulgated thereunder of an indeterminate amount of the Company’s common stock, par value $.01 per share (“Common Stock”), preferred stock, par value $.01 per share (“Preferred Stock”), depositary shares (the “Depositary Shares”), and debt securities (the “Debt Securities,” and together with the Common Stock, the Preferred Stock, and the Depositary Shares, the “Securities”).
In rendering this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement and all exhibits thereto, (ii) the Amended and Restated Articles of Incorporation, as amended, of the Company, and (iii) the Fourth Amended and Restated Bylaws of the Company (the “Bylaws”). We have also examined such corporate records and other agreements, documents and instruments, and such certificates or comparable documents of public officials and officers and representatives of the Company, and have made such inquiries of such officers and representatives and have considered such matters of law as we have deemed appropriate as the basis for the opinions hereinafter set forth, including the Bylaws, certain resolutions adopted by the Board of Directors of the Company relating to the registration of the Securities and statements from certain officers of the Company.
In delivering this opinion, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as certified, photostatic or conformed copies, the authenticity of originals of all such latter documents, and the accuracy and completeness of all records, information and statements submitted to us by officers and representatives of the Company. In making our examination of documents executed by parties other than the Company, we have assumed that such parties had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization of all requisite action, corporate or other, and execution and delivery by such parties of such documents and the validity and binding effect thereof with respect to such parties.
We have also assumed that (a) the Registration Statement and any amendments or supplements thereto (including all necessary post-effective amendments) will have become effective under the Securities Act and comply with all applicable laws and no stop order suspending the Registration Statement’s effectiveness will have been issued and remain in effect, in each case, at the time the Securities are offered or issued as contemplated by the Registration Statement, (b) a prospectus supplement will have been prepared and filed with the Securities and Exchange Commission describing the Securities offered thereby and will at all relevant times comply with all applicable laws, (c) a definitive purchase, underwriting, indenture, or similar agreement and any other necessary agreement with respect to any Securities (including, with respect to the Depositary Shares and Debt Securities, a term sheet) will have been duly authorized and validly executed and delivered by the Company and the other party or parties thereto and filed in compliance with the Securities Act, and that such agreement will be enforceable against the parties thereto in accordance with its terms, (d) all Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement and the applicable prospectus supplement, (e) the Securities, will be duly authorized, executed and delivered against payment of the agreed-upon consideration therefor, (f) any Securities issuable upon conversion, exercise, or exchange of any Securities being offered or issued will be duly authorized, created, and, if appropriate, reserved for issuance upon such conversion, exercise, or exchange, and (g) the Depositary Shares and Debt Securities when issued and sold in accordance with the applicable purchase, underwriting, indenture, or similar agreement and any other necessary agreement with respect to such Depositary Shares and Debt Securities to be entered into in connection with the issuance of such Depositary Shares and Debt Securities, will be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms.
Penn National Gaming, Inc.
May 11, 2020
Page 2
Based upon and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that:
1. | The Company is a corporation presently subsisting under the laws of the Commonwealth of Pennsylvania. | |
2. | When the shares of Common Stock have been duly and properly issued, delivered, and paid for in the manner contemplated in any prospectus supplement relating thereto, the shares of Common Stock (including any Common Stock duly issued upon the exchange or conversion of Preferred Stock or Debt Securities that is exchangeable for or convertible into Common Stock and receipt by the Company of any additional consideration payable upon such conversion, exchange or exercise in accordance with the terms of such Preferred Stock or Debt Securities, as applicable), will be legally issued, fully paid and non-assessable. | |
3. | When (i) a Statement with Respect to Shares of the Company classifying the Preferred Stock and setting forth the terms thereof has been duly and properly authorized, executed and filed with the Secretary of the Commonwealth of Pennsylvania, Department of State and (ii) the shares of Preferred Stock have been duly and properly issued and paid for in the manner contemplated in any prospectus supplement relating thereto, the shares of the Preferred Stock (including any Preferred Stock duly issued upon the exchange or conversion of Debt Securities that is exchangeable for or convertible into Preferred Stock and receipt by the Company of any additional consideration payable upon such conversion, exchange or exercise in accordance with the terms of such Debt Securities) will be legally issued, fully paid and non-assessable. | |
4. | When (i) a Statement with Respect to Shares of the Company classifying the Depositary Shares to be offered by the Company pursuant to the Registration Statement (the “Offered Depositary Shares”) and setting forth the terms thereof has been duly and properly authorized, executed, and filed with the Secretary of the Commonwealth of Pennsylvania, Department of State and (ii) the Offered Depositary Shares have been duly and properly issued and paid for in the manner contemplated in any prospectus supplement relating thereto, the shares of Offered Depositary Shares will be legally issued, fully paid, and non-assessable. | |
5. | When (i) a series of Debt Securities have been duly and properly executed and authenticated in accordance with the applicable indenture or similar agreement setting forth the terms thereof, (ii) the board of directors of the Company establishes and duly authorizes the aggregate principal amount and any limits thereon of such series of Debt Securities, (iii) the board of directors of the Company duly authorizes the form, terms, execution, and delivery of such indenture or similar agreement relating to such Debt Securities and the issuance of such Debt Securities at a minimum price or value of consideration established by the board of directors, and (iv) the board of directors of the Company reserves and duly authorizes the issuance of any shares of Common Stock or Preferred Stock issuable upon conversion of, or exchange for, the Debt Securities in accordance with the procedures set forth in paragraphs 2 and 3 above, respectively, or of any other series of Debt Securities issuable upon conversion of, or exchange for, the Debt Securities issued in accordance with the procedures set forth in this paragraph 5, all necessary corporate action on the part of the Company will have been taken to authorize such Debt Securities. |
Penn National Gaming, Inc.
May 11, 2020
Page 3
We express no opinion as to the law of any jurisdictions other than the federal securities laws and the laws of the Commonwealth of Pennsylvania.
This opinion is limited to the matters expressly stated herein. No implied opinion may be inferred to extend this opinion beyond the matters expressly stated herein. We do not undertake to advise you or anyone else of any changes in the opinions expressed herein resulting from changes in law, changes in facts or any other matters that hereafter might occur or be brought to our attention.
We hereby consent to the sole use of this opinion as an exhibit to the Registration Statement and to the use of our name under the heading “Legal Matters” in the prospectus included therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act and the rules and regulations promulgated thereunder.
Very truly yours,
/s/ Ballard Spahr LLP
Exhibit 23.3
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 27, 2020 relating to the financial statements of Penn National Gaming, Inc. and the effectiveness of Penn National Gaming Inc.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Penn National Gaming, Inc. for the year ended December 31, 2019. We also consent to the reference to us under the heading "Experts" in such Registration Statement.
/s/ Deloitte & Touche LLP
Philadelphia, Pennsylvania
May 10, 2020
Exhibit 25.1
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)
WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
A National Banking Association | 94-1347393 | |
(Jurisdiction of incorporation or organization if not a U.S. national bank) | (I.R.S. Employer Identification No.) | |
101 North Phillips Avenue | ||
Sioux Falls, South Dakota | 57104 | |
(Address of principal executive offices) | (Zip code) |
Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)
_____________________________
(Exact name of obligor as specified in its charter)
Pennsylvania | 23-2234473 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
825 Berkshire Blvd., Suite 200 | ||
Wyomissing, Pennsylvania | 19610 | |
(Address of principal executive offices) | (Zip code) |
_____________________________
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. |
Comptroller of the Currency
Treasury Department
Washington, D.C.
Federal Deposit Insurance Corporation
Washington, D.C.
Federal Reserve Bank of San Francisco
San Francisco, California 94120
(b) | Whether it is authorized to exercise corporate trust powers. |
The trustee is authorized to exercise corporate trust powers.
Item 2. | Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. |
None with respect to the trustee.
No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.
Item | 15. Foreign Trustee. Not applicable. |
Item | 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility. |
Exhibit 1. | A copy of the Articles of Association of the trustee now in effect.* | |
Exhibit 2. | A
copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated January 14, 2015.* | |
Exhibit 3. | A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated January 6, 2014.* | |
Exhibit 4. | Copy of By-laws of the trustee as now in effect.* | |
Exhibit 5. | Not applicable. | |
Exhibit 6. | The consent of the trustee required by Section 321(b) of the Act. | |
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. |
* Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit to the Filing 305B2 dated March 13, 2015 of file number 333-190926.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo 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 to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Los Angeles and State of California on the 11th day of May, 2020.
WELLS FARGO BANK, NATIONAL ASSOCIATION | |
/s/ Maddy Hughes | |
Maddy Hughes | |
Vice President |
EXHIBIT 6
May 11, 2020
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
Very truly yours, | |
WELLS FARGO BANK, NATIONAL ASSOCIATION | |
/s/ Maddy Hughes | |
Maddy Hughes | |
Vice President |
Exhibit 7
Consolidated Report of Condition of
Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business December 31, 2019, filed in accordance with 12 U.S.C. §161 for National Banks.
Dollar
Amounts In Millions | ||||||||
ASSETS | ||||||||
Cash and balances due from depository institutions: | ||||||||
Noninterest-bearing balances and currency and coin | $ | 21,178 | ||||||
Interest-bearing balances | 119,085 | |||||||
Securities: | ||||||||
Held-to-maturity securities | 153,873 | |||||||
Available-for-sale securities | 251,838 | |||||||
Equity Securities with readily determinable fair value not held for trading | 96 | |||||||
Federal funds sold and securities purchased under agreements to resell: | ||||||||
Federal funds sold in domestic offices | 57 | |||||||
Securities purchased under agreements to resell | 60,355 | |||||||
Loans and lease financing receivables: | ||||||||
Loans and leases held for sale | 16,488 | |||||||
Loans and leases, net of unearned income | 927,231 | |||||||
LESS: Allowance for loan and lease losses | 9,284 | |||||||
Loans and leases, net of unearned income and allowance | 917,947 | |||||||
Trading Assets | 61,182 | |||||||
Premises and fixed assets (including capitalized leases) | 11,822 | |||||||
Other real estate owned | 296 | |||||||
Investments in unconsolidated subsidiaries and associated companies | 13,242 | |||||||
Direct and indirect investments in real estate ventures | 110 | |||||||
Intangible assets 36,032 | ||||||||
Other assets | 49,318 | |||||||
Total assets | $ | 1,712,919 | ||||||
LIABILITIES | ||||||||
Deposits: | ||||||||
In domestic offices | $ | 1,326,735 | ||||||
Noninterest-bearing | 399,083 | |||||||
Interest-bearing | 927,652 | |||||||
In foreign offices, Edge and Agreement subsidiaries, and IBFs | 55,403 | |||||||
Noninterest-bearing | 748 | |||||||
Interest-bearing | 54,655 | |||||||
Federal funds purchased and securities sold under agreements to repurchase: | ||||||||
Federal funds purchased in domestic offices | 4,283 | |||||||
Securities sold under agreements to repurchase | 5,593 |
Dollar
Amounts In Millions | ||||
Trading liabilities | 9,458 | |||
Other borrowed money (Includes mortgage indebtedness and obligations under capitalized leases) | 100,635 | |||
Subordinated notes and debentures | 11,937 | |||
Other liabilities | 31,482 | |||
Total liabilities | $ | 1,545,526 | ||
EQUITY CAPITAL | ||||
Perpetual preferred stock and related surplus | 0 | |||
Common stock | 519 | |||
Surplus (exclude all surplus related to preferred stock) | 114,728 | |||
Retained earnings | 51,071 | |||
Accumulated other comprehensive income | 1,028 | |||
Other equity capital components | 0 | |||
Total bank equity capital | 167,346 | |||
Noncontrolling (minority) interests in consolidated subsidiaries | 47 | |||
Total equity capital | 167,393 | |||
Total liabilities, and equity capital | $ | 1,712,919 |
I, John R. Shrewsberry, Sr. EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.
John R. Shrewsberry
Sr. EVP & CFO
We, the undersigned directors, attest to the correctness of this Report of Condition and 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 issued by the appropriate Federal regulatory authority and is true and correct.
Directors
James H. Quigley
Theodore F. Craver, Jr.
Juan A. Pujadas