EX-25.2 6 t1702210_ex25-2.htm EXHIBIT 25.2

 

Exhibit 25.2

 

  

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 of (I.R.S. Employer
organization if not a U.S. national Identification No.)
bank)  
   
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)

_____________________________

 

FIRST FINANCIAL BANCORP.

(Exact name of obligor as specified in its charter)

 

Ohio   31-1042001
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)
     
255 East Fifth Street    
Suite 2900    
Cincinnati, Ohio   45202
(Address of principal executive offices)   (Postal code)

 

_____________________________

 

Subordinated Debt Securities

 

(Title of the indenture securities)

 

 
   

 

 

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 as 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 to the Filing 305B2 dated March 13, 2015 of Navient Funding, LLC and Navient Credit Funding, LLC, 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 New York and State of New York on the 28th day of July, 2017.

 

  WELLS FARGO BANK, NATIONAL ASSOCIATION
     
  /s/ Alexander Pabon  
  Alexander Pabon  
  Assistant Vice President  

 

   

 

 

EXHIBIT 6

 

July 28, 2017

 

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 therefor.

 

  Very truly yours,
   
  WELLS FARGO BANK, NATIONAL ASSOCIATION
     
  /s/ Alexander Pabon  
  Alexander Pabon  
  Assistant 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, 2017, 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     $ 18,876
Interest-bearing balances     227,559
Securities:      
Held-to-maturity securities     107,924
Available-for-sale securities     278,250
Federal funds sold and securities purchased under agreements to resell:      
Federal funds sold in domestic offices     111
Securities purchased under agreements to resell     27,170
Loans and lease financing receivables:      
Loans and leases held for sale     13,728
Loans and leases, net of unearned income 916,710    
LESS: Allowance for loan and lease losses 10,285    
Loans and leases, net of unearned income and allowance     906,425
Trading Assets     45,041
Premises and fixed assets (including capitalized leases)     7,728
Other real estate owned     845
Investments in unconsolidated subsidiaries and associated companies     11,241
Direct and indirect investments in real estate ventures     271
Intangible assets      
Goodwill     22,669
Other intangible assets     17,237
Other assets     64,101
       
Total assets     $1,749,176
       
LIABILITIES      
Deposits:      
In domestic offices     $1,245,096
Noninterest-bearing 408,018    
Interest-bearing 837,078    
In foreign offices, Edge and Agreement subsidiaries, and IBFs     122,120
Noninterest-bearing 981    
Interest-bearing 121,139    
Federal funds purchased and securities sold under agreements to repurchase:      
Federal funds purchased in domestic offices     8,893
Securities sold under agreements to repurchase     7,261

 

   

 

 

    Dollar Amounts
    In Millions
     
Trading liabilities   13,575
Other borrowed money    
(includes mortgage indebtedness and obligations under capitalized leases)   153,308
Subordinated notes and debentures   13,199
Other liabilities   28,578
     
Total liabilities   $1,592,030
     
EQUITY CAPITAL    
Perpetual preferred stock and related surplus   0
Common stock   519
Surplus (exclude all surplus related to preferred stock)   106,707
Retained earnings   50,815
Accumulated other comprehensive income   (1,291)
Other equity capital components   0
     
Total bank equity capital   156,750
Noncontrolling (minority) interests in consolidated subsidiaries   396
     
Total equity capital   157,146
     
Total liabilities, and equity capital   $1,749,176

 

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.

 

Directors

Enrique Hernandez, Jr

Stephen Sanger

Lloyd Dean