EX-25.2 8 exhibit252formt-1forsubord.htm EXHIBIT 25.2 Exhibit 25.2 FormT-1 for subordinated indenture
Exhibit 25.2


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)
_____________________________

INTERCONTINENTAL EXCHANGE, INC.
*And the additional registrant listed below
(Exact name of obligor as specified in its charter)
Delaware
 
 
46-2286804
(State or other jurisdiction of incorporation or organization)
 
 
(I.R.S. Employer Identification No.)
 
 
 
 
5660 New Northside Drive 
Atlanta, Georgia
 
 
30328
(Address of principal executive offices)
 
(Zip code)
        
                                
_____________________________

Subordinated Debt Securities
(Title of the indenture securities)

281784.1



TABLE OF ADDITIONAL REGISTRANTS
Exact Name of Additional Registrant
as Specified in Charter
 
State
 
I.R.S. Employer Identification No.
 
State or Other Jurisdiction of Incorporation or Organization
NYSE Holdings LLC
 
Georgia
 
46-2794035
 
Delaware
Address, including Zip Code, and Telephone Number, including Area Code, of each additional registrant’s Principal Executive Offices: 5660 New Northside Drive, Atlanta, Georgia 30328


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 25 to the Form S-4 dated December 30, 2005 of file number 333-130784.

** 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 Dallas and State of Texas on the 4th of August, 2015.




                       WELLS FARGO BANK, NATIONAL ASSOCIATION
 
 
 
 
/s/ Patrick T. Giordano
 
 
Patrick T. Giordano
 
 
Vice President
 


                    

                
                    
                    









EXHIBIT 6



August 4, 2015

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 thereof.




                                                                    Very truly yours,
 
                            WELLS FARGO BANK, NATIONAL ASSOCIATION
 
 
 
 
/s/ Patrick T. Giordano
 
 
Patrick T. Giordano
 
 
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 March 31, 2015, 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
 

$18,155

Interest-bearing balances
 
253,636

Securities:
 
 
Held-to-maturity securities
 
67,133

Available-for-sale securities
 
227,089

Federal funds sold and securities purchased under agreements to resell:
 
 
Federal funds sold in domestic offices
 
625

Securities purchased under agreements to resell
 
22,376

Loans and lease financing receivables:
 
 
Loans and leases held for sale
 
19,541

Loans and leases, net of unearned income
 
822,149
LESS: Allowance for loan and lease losses
 
10,790
Loans and leases, net of unearned income and allowance
 
811,359

Trading Assets
 
41,469

Premises and fixed assets (including capitalized leases)
 
7,480

Other real estate owned
 
2,217

Investments in unconsolidated subsidiaries and associated companies
 
869

Direct and indirect investments in real estate ventures
 
1

Intangible assets
 
 
Goodwill
 
21,627

Other intangible assets
 
17,259

Other assets
 
60,553

 
 
 
Total assets
 

$1,571,389

 
 
 
LIABILITIES
 
 
Deposits:
 
 
In domestic offices
 

$1,093,967

Noninterest-bearing
 
336,758
Interest-bearing
 
757,209
In foreign offices, Edge and Agreement subsidiaries, and IBFs
 
150,855

Noninterest-bearing
 
912
Interest-bearing
 
149,943
Federal funds purchased and securities sold under agreements to repurchase:
 
 
Federal funds purchased in domestic offices
 
1,004

Securities sold under agreements to repurchase
 
15,906

 
 
 





Trading liabilities
 
24,062

Other borrowed money
 
 
(includes mortgage indebtedness and obligations under capitalized leases)
 
87,908

Subordinated notes and debentures
 
16,899

Other liabilities
 
33,851

 
 
 
Total liabilities
 

$1,424,452

 
 
 
 
 
 
EQUITY CAPITAL
 
 
Perpetual preferred stock and related surplus
 
0

Common stock
 
519

Surplus (exclude all surplus related to preferred stock)
 
106,692

Retained earnings
 
34,702

Accumulated other comprehensive income
 
4,587

Other equity capital components
 
0

 
 
 
Total bank equity capital
 
146,500

Noncontrolling (minority) interests in consolidated subsidiaries
 
437

 
 
 
Total equity capital
 
146,937

 
 
 
Total liabilities, and equity capital
 

$1,571,389





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.



John Stumpf                Directors
James Quigley
Enrique Hernandez, Jr.