EX-25.(A) 20 d874808dex25a.htm EX-25.(A) EX-25.(a)

Exhibit 25(a)

 

 

 

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)

 

 

ACTAVIS PLC

(Exact name of obligor as specified in its charter)

 

 

 

Ireland   98-1114402

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

1 Grand Canal Square

Docklands, Dublin 2, Ireland

 
(Address of principal executive offices)   (Zip code)

 

 

WARNER CHILCOTT LIMITED

(Exact name of obligor as specified in its charter)

 

 

 

Bermuda   98-0496358

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

Cannon’s Court 22

Victoria Street

Hamilton, HM 12 Bermuda

 
(Address of principal executive offices)   (Zip code)

and the Registrants identified in the Table of Additional Registrants below

Table of Additional Registrants

 

Name

   State or other
jurisdiction of
incorporation or
organization
   I.R.S. Employer ID #   

Address and Telephone # of

registrant’s principal executive offices

Actavis Capital S.à r.l.

(RCS B178410)

   Luxembourg    98-1114526   

6, rue Jean Monnet,

L-2180 Luxembourg,

Grand Duchy of Luxembourg

Actavis Funding SCS

(RCS B187310)

   Luxembourg    98-1177603   

46A, avenue J.F. Kennedy

L-1855 Luxembourg,

Grand Duchy of Luxembourg

Actavis, Inc.

   Nevada    95-387914    400 Interpace Parkway Parsippany, NJ 07054

 

 

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 now in effect.*

Exhibit 2.

A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated June 27, 2012.**

Exhibit 3.

A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated December 21, 2011.**

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 25 to the Form S-3 dated January 23, 2013 of file number 333-186155.
*** 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 May 26, 2005 of file number 333-125274.


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 Los Angeles and State of California on the 13th day of February, 2015.

 

WELLS FARGO BANK, NATIONAL ASSOCIATION
/s/ Maddy Hall
Maddy Hall
Vice President


EXHIBIT 6

February 13, 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 therefor.

 

Very truly yours,
WELLS FARGO BANK, NATIONAL ASSOCIATION
/s/ Maddy Hall
Maddy Hall
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 September 30, 2014, 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

   $ 17,372   

Interest-bearing balances

     227,202   

Securities:

  

Held-to-maturity securities

     40,758   

Available-for-sale securities

     218,087   

Federal funds sold and securities purchased under agreements to resell:

  

Federal funds sold in domestic offices

     61   

Securities purchased under agreements to resell

     19,169   

Loans and lease financing receivables:

  

Loans and leases held for sale

     29,462   

Loans and leases, net of unearned income

     800,382   

LESS: Allowance for loan and lease losses

     11,213   

Loans and leases, net of unearned income and allowance

     789,169   

Trading Assets

     31,892   

Premises and fixed assets (including capitalized leases)

     7,483   

Other real estate owned

     4,192   

Investments in unconsolidated subsidiaries and associated companies

     782   

Direct and indirect investments in real estate ventures

     1   

Intangible assets:

  

Goodwill

     21,627   

Other intangible assets

     20,121   

Other assets

     55,437   
  

 

 

 

Total assets

$ 1,482,815   
  

 

 

 

LIABILITIES

Deposits:

In domestic offices

$ 1,026,168   

Noninterest-bearing

  314,604   

Interest-bearing

  711,564   

In foreign offices, Edge and Agreement subsidiaries, and IBFs

  145,788   

Noninterest-bearing

  750   

Interest-bearing

  145,038   

Federal funds purchased and securities sold under agreements to repurchase:

Federal funds purchased in domestic offices

  3,591   

Securities sold under agreements to repurchase

  13,067   


          Dollar Amounts
In Millions
 
     

Trading liabilities

        17,440   

Other borrowed money

     

(includes mortgage indebtedness and obligations under capitalized leases)

        82,191   

Subordinated notes and debentures

        19,842   

Other liabilities

        29,835   
     

 

 

 

Total liabilities

$ 1,337,922   

EQUITY CAPITAL

Perpetual preferred stock and related surplus

  0   

Common stock

  519   

Surplus (exclude all surplus related to preferred stock)

  106,165   

Retained earnings

  34,460   

Accumulated other comprehensive income

  3,587   

Other equity capital components

  0   
     

 

 

 

Total bank equity capital

  144,731   

Noncontrolling (minority) interests in consolidated subsidiaries

  162   
     

 

 

 

Total equity capital

  144,893   
     

 

 

 

Total liabilities, and equity capital

$ 1,482,815   
     

 

 

 

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.

Michael Loughlin                     Directors

Timothy Sloan

Avid Modjtabai