EX-7.4 4 tm2134767d2_ex7-4.htm EXHIBIT 7.4

 

 

 Exhibit 7.4

 

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)

[___]

 

 

 

Computershare Trust Company, National Association

(Exact name of trustee as specified in its charter)

 

National Banking Association
(State of incorporation
if not a U.S. national bank)
04-3401714
(I.R.S. Employer
Identification Number)
150 Royall Street, Canton, MA
(Address of principal executive offices)
02021
(Zip Code)
 

Jerry Urbanek, Trust Officer

6200 S. Quebec St., Greenwood Village, CO 80111

440-502-7892

(Name, address and telephone number of agent for services)

 

 

 

TransCanada Pipelines Limited

(Exact name of obligor as specified in its charter)

 

Canada
(State or other jurisdiction of
incorporation or organization)
52-2179728
(I.R.S. Employer Identification Number)

TransCanada Tower

450 - 1 Street S.W.

Calgary, Alberta, Canada,

(Address of principal executive offices)

T2P 5H1
(Zip Code)

 

 

 

Subordinated 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

340 Madison Avenue, 4th Floor

New York, NY 10017-2613

 

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

 

The trustee is authorized to exercise corporate trust powers.

 

Item 2.Affiliations with the obligor. If the obligor is an affiliate of the trustee, describe such affiliation.

 

None.

 

Item 16.List of exhibits. List below all exhibits filed as a part of this statement of eligibility.

 

1.       A copy of the articles of association of the trustee. (See Exhibit 1 to Form T-1 filed with Registration Statement No. 333-207917).

 

2.       A copy of the certificate of authority of the trustee to commence business. (See Exhibit 2 to Form T-1 filed with Registration Statement No. 333-207917).

 

3.       A copy of the authorization of the trustee to exercise corporate trust powers. (See exhibits 1 and 2).

 

4.        A copy of the existing bylaws of the trustee, as now in effect. (See Exhibit 4 to Form T-1 filed with Registration Statement No. 333-207917).

 

5.       Not Applicable.

 

6.        The consent of the Trustee required by Section 321(b) of the Act.

 

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.

 

8.       Not Applicable.

 

9.       Not Applicable.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, Computershare Trust Company, National Association, a national banking association, organized and existing under the laws of the United States, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Cleveland, and State of Ohio, on the 7th day of December, 2021.

 

  COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION
   
  By:   /s/ Jerry Urbanek
    Jerry Urbanek
    Trust Officer

 

 

 

 

EXHIBIT 6

 

CONSENT OF THE TRUSTE

 

 

Pursuant to the requirements of Section 321 (b) of the Trust Indenture Act of 1939, and in connection with the proposed issue of TransCanada Pipelines Limited debt securities, Computershare Trust Company, N.A. hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefore.

 

  COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION 
   
  By:   /s/ Jerry Urbanek
    Jerry Urbanek
    Trust Officer

 

Cleveland, Ohio
December 7, 2021

 

 

 

 

 

EXHIBIT 7

 

CONSOLIDATED REPORT OF CONDITION

 

 

Computershare TRUST COMPANY, NATIONAL ASSOCIATION

150 Royall Street, Canton, MA 02021

at the close of business June 21, 2021.

 

ASSETS     Dollar Amounts In Thousands  
Cash and balances due from depository institutions:        
Noninterest-bearing balances and currency and coin     -0-  
Interest-bearing balances     -0-  
Securities:        
Held-to-maturity securities     -0-  
Available-for-sale securities     38,647  
Federal funds sold and securities purchased under agreements to resell:        
Federal funds sold in domestic offices     -0-  
Securities purchased under agreements to resell     -0-  
Loans and lease financing receivables:        
Loans and leases held for sale     -0-  
Loans and leases, net of unearned income     -0-  
LESS: Allowance for loan and lease losses     -0-  
Loans and leases, net of unearned income and allowance     -0-  
Trading assets     -0-  
Premises and fixed assets (including capitalized leases)     -0-  
Other real estate owned     -0-  
Investments in unconsolidated subsidiaries and associated companies     -0-  
Direct and indirect investments in real estate ventures     -0-  
Intangible assets:        
Goodwill     7,756  
Other intangible assets     -0-  
Other assets     1,195  
Total assets     47,598  
LIABILITIES        
Deposits:        
In domestic offices     -0-  
Noninterest-bearing     -0-  
Interest-bearing     -0-  
Federal funds purchased and securities sold under agreements to repurchase:        
Federal funds purchased in domestic offices     -0-  
Securities sold under agreements to repurchase     -0-  
Trading liabilities     -0-  
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)
    -0-  
Not applicable        
Not applicable        
Subordinated notes and debentures     -0-  
Other liabilities     8,391  
Total liabilities     8,391  
EQUITY CAPITAL        
Perpetual preferred stock and related surplus     0  
Common stock     500  
Surplus (exclude all surplus related to preferred stock)     30,024  
Retained earnings     8,683  
Accumulated other comprehensive income     -0-  
Other equity capital components     -0-  
Total bank equity capital     39,207  
Noncontrolling (minority) interests in consolidated subsidiaries     -0-  
Total equity capital     39,207  
Total liabilities and equity capital     47,598  

 

 

 

 

I, Robert G. Marshall, Assistant Controller 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.

 

  /s/ Robert G. Marshall
  Robert G. Marshall
  Assistant Controller