EX-25.2 9 tm248869d2_ex25-2.htm EXHIBIT 25.2

 

Exhibit 25.2

 

 

 

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

(Exact name of trustee as specified in its charter)

 

New York   13-5160382

(Jurisdiction of incorporation or

Organization if not a U.S. national bank)

 

(I.R.S. Employer

Identification No.)

   
240 Greenwich Street    
New York, New York   10286
(Address of principal executive offices)   (Zip code)

 

Legal Department

The Bank of New York Mellon

240 Greenwich Street

New York, NY 10286

(212) 635-1270

(Name, address and telephone number of agent for service)

 

 

 

ASTRAZENECA FINANCE LLC

(Exact name of obligor as specified in its charter)

 

Delaware   86-3730535

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

   
1209 Orange Street    
Wilmington, Delaware   19801
(Address of principal executive offices)   (Zip code)

 

 

 

ASTRAZENECA PLC

(Exact name of obligor as specified in its charter)

 

England and Wales   Not Applicable

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

   
1 Francis Crick Avenue    

Cambridge Biomedical Campus

Cambridge

United Kingdom

  CB2 0AA
(Address of principal executive offices)   (Zip code)

 

Debt Securities

(Titles 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.

 

Name Address

Superintendent of the Department of Financial Services  of the State of New York

One State Street, New York, N.Y. 10004-1417 and Albany, N.Y. 12203

Federal Reserve Bank of New York 33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation 550 17th Street, N.W., Washington, D.C. 20429
The Clearing House Association L.L.C. 100 Broad Street, New York, N.Y. 10004

 

  (b) Whether it is authorized to exercise corporate trust powers.

 

Yes.

 

Item 2.

Affiliations with Obligor.

 

If the obligor is an affiliate of the trustee, describe each such affiliation.

 

None.

 

Item 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”).

 

  Exhibit 1. A copy of the Organization Certificate of The Bank of New York Mellon (formerly The Bank of New York (formerly Irving Trust Company)) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed as Exhibit 25.1 to Current Report on Form 8-K of Nevada Power Company, Date of Report (Date of Earliest Event Reported) July 25, 2008 (File No. 000-52378).)
     
  Exhibit 4. A copy of the existing By-laws of the trustee. (Exhibit 4 to Form T-1 with Registration Statement No. 333-229494.)
     
  Exhibit 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. 333-229519.)
     
  Exhibit 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, a banking association organized and existing under the laws of the State of New York, 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 19th day of March, 2024.

 

  THE BANK OF NEW YORK MELLON
   
 

/s/ Stacey B. Poindexter

  Name:  Stacey B. Poindexter
  Title:    Vice President

 

 

 

 

EXHIBIT 7

 

Consolidated Report of Condition of

 

THE BANK OF NEW YORK MELLON

 

of 240 Greenwich Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

 

a member of the Federal Reserve System, at the close of business December 31, 2023, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

 

   Dollar amounts in thousands 
ASSETS     
Cash and balances due from depository institutions:     
Noninterest-bearing balances and currency and coin    4,078,000 
Interest-bearing balances    119,816,000 
Securities:     
Held-to-maturity securities    49,578,000 
Available-for-sale debt securities    76,492,000 
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 in domestic offices    0 
Securities purchased under agreements to resell   13,524,000 
Loans and lease financing receivables:     
Loans and leases held for sale   0 
Loans and leases held for investment   32,622,000 
LESS: Allowance for loan and lease losses   285,000 
Loans and leases held for investment, net of allowance    32,337,000 
Trading assets    5,476,000 
Premises and fixed assets (including capitalized leases)    2,754,000 
Other real estate owned    2,000 
Investments in unconsolidated subsidiaries and associated companies    1,560,000 
Direct and indirect investments in real estate ventures   0 
Intangible assets   6,934,000 
Other assets    19,978,000 
Total assets    332,529,000 

 

 

 

 

LIABILITIES    
Deposits:     
In domestic offices    188,830,000 
Noninterest-bearing    58,891,000 
Interest-bearing    129,939,000 
In foreign offices, Edge and Agreement subsidiaries, and IBFs    98,296,000 
Noninterest-bearing    3,925,000 
Interest-bearing    94,371,000 
Federal funds purchased and securities sold under agreements to repurchase:     
Federal funds purchased in domestic offices   0 
Securities sold under agreements to repurchase    3,820,000 
Trading liabilities    3,653,000 
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)
   1,700,000 
Not applicable     
Not applicable     
Subordinated notes and debentures    0 
Other liabilities    8,604,000 
Total liabilities    304,903,000 
      
EQUITY CAPITAL     
Perpetual preferred stock and related surplus   0 
Common stock    1,135,000 
Surplus (exclude all surplus related to preferred stock)    12,224,000 
Retained earnings    17,672,000 
Accumulated other comprehensive income   -3,405,000 
Other equity capital components   0 
Total bank equity capital    27,626,000 
Noncontrolling (minority) interests in consolidated subsidiaries   0 
Total equity capital    27,626,000 
Total liabilities and equity capital    332,529,000 

 

 

 

 

I, Dermot McDonogh, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

 

Dermot McDonogh
Chief Financial Officer

 

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We 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 and is true and correct.

 

Robin A. Vance
Jeffrey A. Goldstein
Joseph J. Echevarria
  Directors