EX-25.1 5 d577100dex251.htm EX-25.1 EX-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)

 

 

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)

 

 

Nasdaq, Inc.

(Exact name of obligor as specified in its charter)

 

 

 

Delaware   52-1165937

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

One Liberty Plaza

New York, New York

  10006
(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 New York and State of New York on the 23rd day of April, 2018.

 

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Raymond Delli Colli

Raymond Delli Colli
Vice President


EXHIBIT 6

April 23, 2018

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/ Raymond Delli Colli

Raymond Delli Colli

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, 2017, 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

   $ 22450  

Interest-bearing balances

     192185  

Securities:

  

Held-to-maturity securities

     139228  

Available-for-sale securities

     260098  

Federal funds sold and securities purchased under agreements to resell:

  

Federal funds sold in domestic offices

     120  

Securities purchased under agreements to resell

     31006  

Loans and lease financing receivables:

  

Loans and leases held for sale

     12005  

Loans and leases, net of unearned income

     929016  

LESS: Allowance for loan and lease losses

     10104  

Loans and leases, net of unearned income and allowance

     918912  

Trading Assets

     51667  

Premises and fixed assets (including capitalized leases)

     8116  

Other real estate owned

     641  

Investments in unconsolidated subsidiaries and associated companies

     12014  

Direct and indirect investments in real estate ventures

     72  

Intangible assets

  

Goodwill

     22480  

Other intangible assets

     16807  

Other assets

     59553  
  

 

 

 

Total assets

   $ 1,747,354  
  

 

 

 

LIABILITIES

  

Deposits:

  

In domestic offices

   $ 1259735  

Noninterest-bearing

     423833  

Interest-bearing

     835902  

In foreign offices, Edge and Agreement subsidiaries, and IBFs

     129264  

Noninterest-bearing

     962  

Interest-bearing

     128302  

Federal funds purchased and securities sold under agreements to repurchase:

  

Federal funds purchased in domestic offices

     10906  

Securities sold under agreements to repurchase

     7180  


     Dollar Amounts
In Millions
 

Trading liabilities

     10537  

Other borrowed money

  

(includes mortgage indebtedness and obligations under capitalized leases)

     118326  

Subordinated notes and debentures

     11950  

Other liabilities

     32898  
  

 

 

 

Total liabilities

   $ 1580796  

EQUITY CAPITAL

  

Perpetual preferred stock and related surplus

     0  

Common stock

     519  

Surplus (exclude all surplus related to preferred stock)

     112497  

Retained earnings

     53612  

Accumulated other comprehensive income

     -468  

Other equity capital components

     0  
  

 

 

 

Total bank equity capital

     166160  

Noncontrolling (minority) interests in consolidated subsidiaries

     398  
  

 

 

 

Total equity capital

     166558  
  

 

 

 

Total liabilities, and equity capital

   $ 1747354  
  

 

 

 

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

Enrique Hernandez, Jr

Federico F. Pena

James Quigley