EX-25.1 9 d550926dex251.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)                

 

 

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)

 

95-3571558

(I.R.S. employer

identification no.)

400 South Hope Street

Suite 500

Los Angeles, California

(Address of principal executive offices)

 

90071

(Zip code)

 

 

BP Capital Markets America Inc.

(Exact name of obligor as specified in its charter)

 

 

 

Delaware

(State or other jurisdiction of

incorporation or organization)

 

74-3028746

(I.R.S. employer

identification no.)

501 Westlake Park Boulevard

Houston, Texas

(Address of principal executive offices)

 

77079

(Zip code)

 

 

BP p.l.c.

(Exact name of obligor as specified in its charter)

 

 

 

England and Wales

(State or other jurisdiction of

incorporation or organization)

 

Not Applicable

(I.R.S. employer

identification no.)

1 St. James’s Square

London SW1Y 4PD

United Kingdom

(Address of principal executive offices)

  (Zip code)

 

 

Guaranteed Debt Securities

and Guarantees of 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, DC 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).

 

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  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.

 

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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 Chicago, and State of Illinois, on the 19th day of July, 2018.

 

THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A.

By:

 

/s/ R. Tarnas

Name:

 

R. Tarnas

Title:

 

Vice President

 

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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, 2018, 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

     3,649  

Interest-bearing balances

     432,247  

Securities:

  

Held-to-maturity securities

     0  

Available-for-sale securities

     593,024  

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

     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)

     10,325  

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

     856,313  

Other intangible assets

     17,729  

Other assets

     123,432  
  

 

 

 

Total assets

   $ 2,036,719  
  

 

 

 

 

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LIABILITIES   

Deposits:

  

In domestic offices

     731  

Noninterest-bearing

     731  

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)

     0  

Not applicable

  

Not applicable

  

Subordinated notes and debentures

     0  

Other liabilities

     226,421  

Total liabilities

     227,152  

Not applicable

  

EQUITY CAPITAL

  

Perpetual preferred stock and related surplus

     0  

Common stock

     1,000  

Surplus (exclude all surplus related to preferred stock)

     1,123,298  

Not available

  

Retained earnings

     687,782  

Accumulated other comprehensive income

     -2,513  

Other equity capital components

     0  

Not available

  

Total bank equity capital

     1,809,567  

Noncontrolling (minority) interests in consolidated subsidiaries

     0  

Total equity capital

     1,809,567  
  

 

 

 

Total liabilities and equity capital

     2,036,719  
  

 

 

 

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       )

William D. Lindelof, Director         )                        Directors (Trustees)

Alphonse J. Briand, Director           )

 

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