EX-25.1 9 tm213399d2_ex25-1.htm EXHIBIT 25.1

 

Exhibit 25.1

 

 

 

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)

 

 

 

THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)

 

 

 

California 95-3571558
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
   
400 South Hope Street, Suite 500
Los Angeles, California 90071
(Address of principal executive offices) (Zip code)

 

 

 

JANUS HENDERSON GROUP PLC

(Exact name of obligors as specified in their charters)

 

 

 

Jersey Channel Islands 98-1376360
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
   
201 Bishopsgate EC2M 3UN
London, United Kingdom  
(Address of registrants’ principal executive offices) (Zip Code)

 

 

Debt securities

(Title of the indenture securities)

 

 

 

 

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.

 

Name   Address
     
Comptroller of the Currency   Washington, D.C. 20219
United Stated Department of the Treasury    
     
Federal Reserve Bank of New York   San Francisco, CA 94105
     
Federal Deposit Insurance Corporation   Washington, D.C. 20429

 

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

 

Yes.

 

2.       Affiliations with Obligor and Guarantor.

 

If the obligor or guarantor is an affiliate of the trustee, describe each such affiliation.

 

None.

 

3-15.Pursuant to General Instruction B of the Form T-1, no responses are included for Items 3-15 of this Form T-1 because, to the best of the Trustee’s knowledge, the obligor or the guarantor is not 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 .

 

16. List of Exhibits.

 

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

 

  1. A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).

 

2.A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

 

3.A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).).

 

4.A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-162713).

 

6.The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).

 

7.A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a 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 February 4, 2021.

 

  THE BANK OF NEW YORK MELLON
  TRUST COMPANY, N.A.
   
  By: /s/ Mark A. Golder
    Name: Mark A. Golder
    Title: Vice President

 

 

 

EXHIBIT 7

 

Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 400 South Hope Street, Suite 500, Los Angeles, CA 90071

 

At the close of business September 30, 2020, published in accordance with Federal regulatory authority instructions.

 

   Dollar amounts
in thousands
 
ASSETS     
      
Cash and balances due from     
depository institutions:     
Noninterest-bearing balances and currency and coin   2,411 
Interest-bearing balances   350,611 
Securities:     
Held-to-maturity securities   0 
Available-for-sale securities   147,515 
Equity securities with readily determinable fair values not held for trading   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, held for investment   0 
LESS: Allowance for loan and lease losses   0 
Loans and leases held for investment,     
net of allowance   0 
Trading assets   0 
Premises and fixed assets (including capitalized leases)   23,626 
Other real estate owned   0 
Investments in unconsolidated subsidiaries and associated companies   0 
Direct and indirect investments in real estate ventures   0 
Intangible assets   856,313 
Other assets   98,031 
      
Total assets  $1,478,507 

 

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LIABILITIES     
Deposits:     
In domestic offices   2,258 
Noninterest-bearing   2,258 
Interest-bearing   0 
Not applicable     
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   257,756 
Total liabilities   260,014 
Not applicable     
EQUITY CAPITAL     
Perpetual preferred stock and related surplus   0 
Common stock   1,000 
Surplus (exclude all surplus related to preferred stock)   324,268 
Not available     
Retained earnings   891,685 
Accumulated other comprehensive income   1,540 
Other equity capital components   0 
Not available     
Total bank equity capital   1,218,493 
Noncontrolling (minority) interests in consolidated subsidiaries   0 
Total equity capital   1,218,493 
Total liabilities and equity capital   1,478,507 

 

I, Matthew J. McNulty, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

 

Matthew J. McNulty      )       CFO

 

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date 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.

 

Antonio I. Portuondo, President )  
Michael P. Scott, Managing Director ) Directors (Trustees)
Kevin P. Caffrey, Managing Director )  

 

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