EX-25.1 5 c72337_ex25-1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM T-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)

 

 

 

95-3571558

(Jurisdiction of incorporation

(I.R.S. employer

if not a U.S. national bank)

identification no.)

 

 

400 South Hope Street

 

Suite 400

 

Los Angeles, California

90071

(Address of principal executive offices)

(Zip code)


 

 

 

 

 

 

FIRST HORIZON NATIONAL CORPORATION
(Exact name of obligor as specified in its charter)

 

 

Tennessee
(State or other jurisdiction of
incorporation or organization)

62-0803242
(I.R.S. employer
identification no.)

 

 

165 Madison Avenue
Memphis, Tennessee
(Address of principal executive offices)


38103
(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, 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).

- 2 -



 

 

 

 

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.

- 3 -


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 Houston, and State of Texas, on the 28th day of December, 2012.

 

 

 

 

 

THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.

 

 

 

By:

/s/    Julie Hoffman-Ramos

 

 

 

 

Name:

Julie Hoffman-Ramos

 

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 400, Los Angeles, CA 90071

          At the close of business September 30, 2012, 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

 

 

752

 

Interest-bearing balances

 

 

384

 

Securities:

 

 

 

 

Held-to-maturity securities

 

 

0

 

Available-for-sale securities

 

 

664,282

 

Federal funds sold and securities
purchased under agreements to resell:

 

 

 

 

Federal funds sold

 

 

66,500

 

Securities purchased under agreements to resell

 

 

0

 

Loans and lease financing receivables:

 

 

 

 

Loans and leases held for sale

 

 

0

 

Loans and leases,
net of unearned income

0

 

 

 

 

LESS: Allowance for loan and
lease losses

0

 

 

 

 

Loans and leases, net of unearned
income and allowance

 

 

0

 

Trading assets

 

 

0

 

Premises and fixed assets (including
capitalized leases)

 

 

6,314

 

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

 

 

166,282

 

Other assets

 

 

127,866

 

 

 

   

 

Total assets

 

$1,888,693

 

 

 

   

 

1



 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

In domestic offices

 

 

535

 

Noninterest-bearing

535

 

 

 

 

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

 

 

230,606

 

Total liabilities

 

 

231,141

 

Not applicable

 

 

 

 

 

 

 

 

 

EQUITY CAPITAL

 

 

 

 

 

 

 

 

 

Perpetual preferred stock and related surplus

 

 

0

 

Common stock

 

 

1,000

 

Surplus (exclude all surplus related to preferred stock)

 

 

1,121,520

 

Not available

 

 

 

 

Retained earnings

 

 

530,026

 

Accumulated other comprehensive income

 

 

5,006

 

Other equity capital components

 

 

0

 

Not available

 

 

 

 

Total bank equity capital

 

 

1,657,552

 

Noncontrolling (minority) interests in consolidated subsidiaries

 

 

0

 

Total equity capital

 

 

1,657,552

 

 

 

 

 

 

Total liabilities and equity capital

 

 

1,888,693

 

 

 

 

 

 

          I, Cherisse Waligura, 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.

          Cherisse Waligura           )          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.

 

 

 

 

 

Troy Kilpatrick, President

)

 

 

Frank P. Sulzberger, MD

)

Directors (Trustees)

 

William D. Lindelof, MD

)

 

 

 

 

 

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