EX-25.1 5 exhibit251s-3.htm EXHIBIT 25.1 Exhibit


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

o 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)



(Jurisdiction of incorporation
if not a U.S. national bank)

400 South Hope Street Suite 400
Los Angeles, California
(Address of principal executive offices)
95-3571558
(I.R.S. Employer
Identification Number)


90071
(Zip code)

SYNOVUS FINANCIAL CORP.
(Exact name of obligor as specified in its charter)
Georgia
(State or other jurisdiction of
incorporation or organization)

1111 Bay Avenue, Suite 500
Columbus, Georgia
(Address of principal executive offices)
58-1134883
(I.R.S. Employer
Identification Number)


31901
(Zip code)



Senior 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
 
 
 
 
 
United States Department of the Treasury    
 
Washington, DC 20219
 
 
 
Federal Reserve Bank
 
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.
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.


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. 333-229762).
 
 
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., 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 Chicago, and State of Illinois, on the 7th day of August, 2019.

THE BANK OF NEW YORK MELLON TRUST
 
 
By:
/s/ R. Tarnas
 
Name: R. Tarnas
 
 









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 March 31, 2019, 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
815

 
Interest-bearing balances
176,287

Securities:
 
 
Held-to-maturity securities
0

 
Available-for-sale securities
199,729

 
Equity securities with readily determinable
 
 
fair values not held for trading
NR

Federal funds sold and securities
 
 
purchased under agreements to resell:
 
 
Federal funds sold
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)
26,457

Other real estate owned
0

Investments in unconsolidated
 
 
subsidiaries and associated
 
 
companies
0

Direct and indirect investments in real estate ventures
0

 
 
Intangible assets
858,559

Other assets
99,990

Total assets
1,361,837







LIABILITIES
 
 
 
 
Desposits
 
 
In domestic offices
4,130

 
    Noninterest-bearing
4,130

 
    Interest-bearing
0

 
Not applicable
 
Federal funds purchased and securities
 
 
sold under agreements to repurchase:
 
 
Federal funds purchased
0

 
Securities sold under agreements to repurchase
0

Trading liabilities
0

Other borrowed money:
 
 
(includes mortgage indebtedness
 
 
and obligations under capitalized
 
 
leases)
20,947

Not applicable
 
Not applicable
 
Subordinated notes and debentures
0

Other liabilities
221,915

Total liabilities
246,992

Not applicable
 
 
 
 
EQUITY CAPITAL
 
 
 
Perpetual preferred stock and related surplus
0

Common stock
1,000

Surplus (exclude all surplus related to preferred stock)
323,719

Not available
 
   Retained earnings
790,896

   Accumulated other comprehensive income
-770

Other equity capital components.
0

Not available
 
    Total bank equity capital
1,114,845

    Noncontrolling (minority) interests in consolidated subsidiaries
0

Total equity capital
1,114,845

Total liabilities and equity capital
1,361,837


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    )