EX-25.2 7 v474801_ex25-2.htm EXHIBIT 25.2

 

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)

 

William F. Michie, III

U.S. Bank National Association

1021 East Cary Street, 18th Floor

Richmond, VA 23219

(804) 771-7935

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

 

Union Bankshares Corporation

(Issuer with respect to the Securities)

Virginia 54-1598552
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

 

1051 East Cary Street

Suite 1200

Richmond, Virginia

 23219
(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 OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

 

Items 3-15Items 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 June 30, 2017 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 Richmond, Commonwealth of Virginia on the 8th of September, 2017.

 

  By: /s/ William F. Michie, III
    William F. Michie, III
    Assistant Vice President

 

 3 

 

 

Exhibit 2

 

Office of the Comptroller of the Currency
Washington, DC 20219

 

CERTIFICATE OF CORPORATE EXISTENCE

 

I, Keith A. Noreika, Acting Comptroller of the Currency, do hereby certify that:

 

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

 

2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this certificate.

 

  IN TESTIMONY WHEREOF, today,
June 7, 2017, I have hereunto subscribed
my name and caused my seal of office to
be affixed to these presents at the U.S.
Department of the Treasury, in the City
of Washington, District of Columbia.

 

Acting Comptroller of the Currency

 

 4 

 

 

Exhibit 3

 

Office of the Comptroller of the Currency
Washington, DC 20219

 

CERTIFICATION OF FIDUCIARY POWERS

 

I, Keith A. Noreika, Acting Comptroller of the Currency, do hereby certify that:

 

1. The Office of the Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

 

2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat. 668, 12 USC 92a, and that the authority so granted remains in full force and effect on the date of this certificate.

 

  IN TESTIMONY WHEREOF, today,
June 7, 2017, I have hereunto subscribed my
name and caused my seal of office to be
affixed to these presents at the U.S.
Department of the Treasury, in the City of
Washington, District of Columbia.

 

Acting Comptroller of the Currency

 

 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: September 8, 2017

 

  By: /s/ William F. Michie, III
    William F. Michie, III
    Assistant Vice President

 

 6 

 

 

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 6/30/2017

 

($000’s)

 

   6/30/2017 
Assets     
Cash and Balances Due From  $28,930,463 
Depository Institutions     
Securities   110,114,701 
Federal Funds   51,218 
Loans & Lease Financing Receivables   276,413,785 
Fixed Assets   4,477,993 
Intangible Assets   12,859,050 
Other Assets   24,062,996 
Total Assets  $456,910,206 
      
Liabilities     
Deposits  $357,756,287 
Fed Funds   998,184 
Treasury Demand Notes   0 
Trading Liabilities   878,885 
Other Borrowed Money   33,876,373 
Acceptances   0 
Subordinated Notes and Debentures   3,800,000 
Other Liabilities   12,866,522 
Total Liabilities  $410,176,251 
      
Equity     
Common and Preferred Stock   18,200 
Surplus   14,266,915 
Undivided Profits   31,649,555 
Minority Interest in Subsidiaries   799,285 
Total Equity Capital  $46,733,955 
      
Total Liabilities and Equity Capital  $456,910,206 

 

 7