Exhibit 25.1
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) ___
HSBC Bank USA, National Association
(Exact name of trustee as specified in its charter)
| N/A | 20-1177241 | |
| (Jurisdiction of incorporation | (I.R.S. Employer | |
| or organization if not a U.S. | Identification No.) | |
| national bank) | ||
| 66 Hudson Blvd East | ||
| New York, New York | 10001 | |
| (Address of principal executive offices) | (Zip Code) |
Thomas Mackay, Director
HSBC Bank USA, National Association
66 Hudson Blvd East
New York, New York 10001
Tel: (212) 525-1552
(Name, address and telephone number of agent for service)
Novartis Capital Corporation
(Exact name of obligor as specified in its charter)
| Delaware (State or other jurisdiction of incorporation or organization) | 26-3086456 (I.R.S. Employer Identification No.) | |
| One Health Plaza East Hanover, New Jersey (Address of principal executive offices) | 07936 (Zip Code) |
Novartis AG
(Exact name of registrant as specified in its charter)
| Switzerland (State or other jurisdiction of incorporation or organization) | Not Applicable (I.R.S. Employer Identification No.) | |
| Lichtstrasse 35 4056 Basel, Switzerland (Address of principal executive offices) | (Zip Code) |
Debt Securities
(Title of Indenture Securities)
General
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervisory authority to which it is subject.
Comptroller of the Currency, New York, NY.
Federal Deposit Insurance Corporation, Washington, D.C.
Board of Governors of the Federal Reserve System, Washington, D.C.
(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
Items 3-15. Not Applicable
Item 16. List of Exhibits
Exhibit
| T1A(i) | (4) | Copy of the Amended and Restated Articles of Association of HSBC Bank USA, National Association and as amended and restated as of November 7, 2022. |
| T1A(ii) | (2) | Certificate of the Comptroller of the Currency dated July 1, 2004 as to the authority of HSBC Bank USA, National Association to commence business. |
| T1A(iii) | (1) | OCC Certification of Fiduciary Powers dated February 20, 2019 for HSBC Bank USA, National Association |
| T1A(iv) | (4) | Copy of the existing By-Laws of HSBC Bank USA, National Association. |
| T1A(v) | Not applicable. | |
| T1A(vi) | (3) | Consent of HSBC Bank USA, National Association required by Section 321(b) of the Trust Indenture Act of 1939. |
| T1A(vii) | Copy of the latest report of condition of the trustee (June 30, 2024), published pursuant to law or the requirement of its supervisory or examining authority. | |
| T1A(viii) | Not applicable. | |
| T1A(ix) | Not applicable. |
| (1) | Exhibit previously filed with the Securities and Exchange Commission with Registration No. 333-236366 and incorporated herein by reference thereto. |
| (2) | Exhibit previously filed with the Securities and Exchange Commission with Registration No. 333-118523 and incorporated herein by reference thereto. |
| (3) | Exhibit previously filed with the Securities and Exchange Commission with Registration No. 333-243528 and incorporated herein by reference thereto. |
| (4) | Exhibit previously filed with the Securities and Exchange Commission with Registration No. 333-269690 and incorporated herein by reference thereto. |
[Signature Page Follows]
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, HSBC Bank USA, 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 12th day of September, 2024.
| HSBC BANK USA, NATIONAL ASSOCIATION | ||
| By: | /s/ Kevin Glatting | |
| Kevin Glatting | ||
| Assistant Vice President | ||
Exhibit T1A(vii)
Consolidated Report of Condition of
HSBC Bank USA, National Association
of Tysons, VA 22102
and Foreign and Domestic Offices,
at the close of business June 30, 2024, filed in accordance with 12 U.S.C. §161 for National Banks.
| Dollar Amounts | ||||
| In Thousands | ||||
| ASSETS | ||||
| Cash and balances due from depository institutions: | ||||
| Noninterest-bearing balances and currency and coin | $ | 880,719 | ||
| Interest-bearing balances | $ | 29,201,777 | ||
| Securities: | ||||
| Held-to-maturity securities | $ | 15,130,714 | ||
| Available-for-sale debt securities | $ | 26,907,458 | ||
| Equity securities with readily determinable fair values not held for trading | $ | 118,015 | ||
| Federal funds sold and securities purchased under agreements to resell: | ||||
| Federal funds sold in domestic offices | $ | 0 | ||
| Securities purchased under agreements to resell | $ | 1,318,406 | ||
| Loans and lease financing receivables: | ||||
| Loans and leases held for sale | $ | 206,700 | ||
| Loans and leases, held for investment | $ | 56,936,789 | ||
| LESS: Allowance for credit losses on loans and leases | $ | 540,933 | ||
| Loans and leases held for investment, net of allowance | $ | 56,395,856 | ||
| Trading assets | $ | 21,899,868 | ||
| Premises and fixed assets (including capitalized leases) | $ | 610,194 | ||
| Other real estate owned | $ | 2,520 | ||
| Investments in unconsolidated subsidiaries and associated companies | $ | 6,120 | ||
| Direct and indirect investments in real estate ventures | $ | 0 | ||
| Intangible assets | $ | 477,046 | ||
| Other assets | $ | 5,892,317 | ||
| Total assets | $ | 159,047,710 | ||
| LIABILITIES | ||||
| Deposits: | ||||
| In domestic offices | $ | 124,422,083 | ||
| Noninterest-bearing | $ | 25,144,928 | ||
| Interest-bearing | $ | 99,277,155 | ||
| In foreign offices, Edge and Agreement subsidiaries, and IBFs | $ | 7,514,282 | ||
| Noninterest-bearing | $ | 0 | ||
| Interest-bearing | $ | 7,514,282 | ||
| Federal funds purchased and securities sold under agreements to repurchase: | ||||
| Federal funds purchased in domestic offices | $ | 0 | ||
| Securities sold under agreements to repurchase | $ | 848,721 | ||
| Trading liabilities | $ | 3,188,140 | ||
| Other borrowed money | ||||
| (includes mortgage indebtedness and obligations under capitalized leases) | $ | 2,393,086 | ||
| Subordinated notes and debentures | $ | 1,455,905 | ||
| Other liabilities | $ | 3,379,008 | ||
| Total liabilities | $ | 143,201,225 | ||
| EQUITY CAPITAL | ||||
| Perpetual preferred stock and related surplus | $ | 1,500,000 | ||
| Common stock | $ | 2,001 | ||
| Surplus (exclude all surplus related to preferred stock) | $ | 13,048,369 | ||
| Retained earnings | $ | 3,384,245 | ||
| Accumulated other comprehensive income | $ | 2,088,130 | ||
| Other equity capital components | $ | 0 | ||
| Total bank equity capital | $ | 15,846,485 | ||
| Noncontrolling (minority) interests in consolidated subsidiaries | $ | 0 | ||
| Total equity capital | $ | 15,846,485 | ||
| Total liabilities, and equity capital | $ | 159,047,710 | ||
