EX-25.1 5 ny20009120x1_ex25-1.htm EXHIBIT 25.1
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)  [___]

COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

National Banking Association
(Jurisdiction of incorporation or organization
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)
 
Law Department
Computershare Trust Company, National Association
150 Royall Street, Canton, MA
02021
(781) 575-2000
(Name, address and telephone number of agent for service)
 
INSMED INCORPORATED
(Exact name of obligor as specified in its charter)

Virginia
(State or other jurisdiction of
incorporation or organization)
  
54-1972729
(I.R.S. Employer Identification Number)
     
700 US Highway 202/206
Bridgewater, New Jersey
 (Address of principal executive offices)
  
 
08807
(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
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.

Items 3-15.
No responses are included for Items 3-15 of this Form T-1 because, to the best of the Trustee’s knowledge, neither the obligor nor any guarantor is in default under any Indenture for which the Trustee acts as Trustee and the Trustee is not a foreign trustee as provided under Item 15.

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. 333-200089).
2.
A copy of the certificate of authority of the trustee to commence business.
3.
A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Computershare Trust Company, National Association.
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. 333-200089).
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 St. Paul, and State of Minnesota, on the 19th day of May, 2023.

 
COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION
 
 
By:
/s/  Scot Sandhoefner
   
Name: Scot Sandhoefner
     Title:  Vice President

EXHIBIT 2

A copy of the Comptroller of the Currency Certificate of Corporate Existence for Computershare Trust Company, National Association, dated March 1, 2023.

 
 Office of the Comptroller of the Currency
 
  Washington, DC 20219

CERTIFICATE OF CORPORATE EXISTENCE AND FIDUCIARY POWERS

                   I,
 Michael J. Hsu, 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.
“Computershare Trust Company, National Association,” Canton, Massachusetts (Charter No. 23148), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking and exercise fiduciary powers on the date of this certificate.

             
IN TESTIMONY WHEREOF, today, March 31, 2023, 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.


EXHIBIT 3

A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Computershare Trust Company, National Association, dated March 1, 2023.

 
 Office of the Comptroller of the Currency
 
  Washington. DC 20219

CERTIFICATE OF CORPORATE EXISTENCE AND FIDUCIARY POWERS

                   I,
 Michael J. Hsu, 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.
“Computershare Trust Company, National Association,” Canton, Massachusetts (Charter No. 23148), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking and exercise fiduciary powers on the date of this certificate.


 IN TESTIMONY WHEREOF, today, March 31, 2023, 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.

EXHIBIT 6


CONSENT OF THE TRUSTEE
Pursuant to the requirements of Section 321 (b) of the Trust Indenture Act of 1939, and in connection with the proposed issue of debt securities, Computershare Trust Company, National Association 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/ Scot Sandhoefner
   
Title:  Vice President
 May 19, 2023    

EXHIBIT 7
 
Consolidated Report of Condition of
 
COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION
 
150 Royall Street, Canton, MA 02021
at the close of business December 31, 2022.

ASSETS
  
Dollar Amounts In Thousands
  
       
Cash and balances due from depository institutions:
      
Noninterest‑bearing balances and currency and coin
    
3,297
  
Interest‑bearing balances
    
354,504
  
Securities:
        
Held-to-maturity securities
    
-0-
  
Available-for-sale securities
    
-0-
  
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
        
Loans and leases, net of unearned income and allowance
     -0-
  
Trading assets
    
-0-
  
Premises and fixed assets (including capitalized leases)
    
7,524
  
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
    
671,815
  
   Other intangible assets
    
-0-
  
Other assets
    
139,364
  
Total assets
    
1,176,504
  
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
    
184,765
  
Total liabilities
    
184,765
  
EQUITY CAPITAL
        
Perpetual preferred stock and related surplus
     -0-
  
Common stock
    
500
  
Surplus (exclude all surplus related to preferred stock)
    
827,224
  
Retained earnings
    
164,015
  
Accumulated other comprehensive income
    
-0-
  
Other equity capital components
    
-0-
  
Total bank equity capital
    
991,739
  
Noncontrolling (minority) interests in
        
consolidated subsidiaries
    
-0-
  
Total equity capital
    
991,739
  
Total liabilities and equity capital
    
1,176,504
  
 
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.
 
 
Robert G. Marshall
  
     
 
Robert G. Marshall
  
 
Assistant Controller