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) |
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1201 Market Street, Ste 1001 |
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Wilmington, Delaware |
| 19801 |
(Address of principal executive offices) |
| (Zip Code) |
Kevin T. O’Brien, SVP
HSBC Bank USA, National Association
452 Fifth Avenue
New York, New York 10018-2706
Tel: (212) 525-1311
(Name, address and telephone number of agent for service)
Novartis AG
(Exact name of Registrant as specified in its charter)
Novartis Inc.
(Translation of Registrant’s name into English)
Switzerland
(State or other jurisdiction of incorporation or organization)
Not Applicable
(I.R.S. Employer Identification No.)
Lichtstrasse 35
4056 Basel, Switzerland
+41 61 324 1111
(Address and telephone number of Registrant’s principal executive offices)
Novartis Capital Corporation |
| Novartis Securities Investment Ltd. |
| Novartis Finance S.A. |
(Exact name of Registrant as |
| (Exact name of Registrant |
| (Exact name of Registrant as |
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Not Applicable |
| Not Applicable |
| Novartis Finance Inc. |
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Delaware |
| Bermuda |
| Luxembourg |
(State or other jurisdiction of |
| (State or other jurisdiction of |
| (State or other jurisdiction of |
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26-3086456 |
| Not Applicable |
| Not Applicable |
(I.R.S. Employer Identification No.) |
| (I.R.S. Employer Identification No.) |
| (I.R.S. Employer Identification No.) |
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608 Fifth Avenue |
| 131 Front Street |
| 20, rue Eugène Ruppert |
New York, New York 10020 |
| Hamilton, HM12, Bermuda |
| L-2453 Luxembourg, Luxembourg |
+1 212 307 1122 |
| +1 441 296 8025 |
| +352 26 29 42 01 |
(Address and telephone number of |
| (Address and telephone number of |
| (Address and telephone number of |
Debt Securities Fully and Unconditionally Guaranteed by Novartis AG
(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) | (1) | Copy of the Articles of Association of HSBC Bank USA, National Association. |
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T1A(ii) | (1) | Certificate of the Comptroller of the Currency dated July 1, 2004 as to the authority of HSBC Bank USA, National Association to commence business. |
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T1A(iii) | (2) | Certificate of Fiduciary Powers dated August 18, 2004 for HSBC Bank USA, National Association |
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T1A(iv) | (1) | Copy of the existing By-Laws of HSBC Bank USA, National Association. |
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T1A(v) |
| Not applicable. |
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T1A(vi) | (2) | Consent of HSBC Bank USA, National Association required by Section 321(b) of the Trust Indenture Act of 1939. |
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T1A(vii) |
| Copy of the latest report of condition of the trustee (June 30, 2008), published pursuant to law or the requirement of its supervisory or examining authority. |
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T1A(viii) |
| Not applicable. |
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T1A(ix) |
| Not applicable. |
(1) Exhibits previously filed with the Securities and Exchange Commission with Registration No. 333-118523 and incorporated herein by reference thereto.
(2) Exhibits previously filed with the Securities and Exchange Commission with Registration No. 333-125197 and incorporated herein by reference thereto.
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 5th day of September, 2008.
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| HSBC BANK USA, NATIONAL | |
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| By: | /s/ Vivian Ly |
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| Vivian Ly |
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| Assistant Vice President |
Exhibit T1A (vii)
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| Board of Governors of the Federal Reserve System | |
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| OMB Number: 7100-0036 | |
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| Federal Deposit Insurance Corporation | |
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| OMB Number: 3064-0052 | |
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| Office of the Comptroller of the Currency | |
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| OMB Number: 1557-0081 | |
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Federal Financial Institutions Examination Council |
| Expires March 31, 2009 | |
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| Please refer to page i, | 1 |
Consolidated Reports of Condition and Income for
A Bank With Domestic and Foreign Offices—FFIEC 031
Report at the close of business June 30, 2008 |
| (20040630) |
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| (RCRI 9999) |
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This report is required by law; 12 U.S.C. §324 (State member banks); 12 U.S.C. § 1817 (State nonmember banks); and 12 U.S.C. §161 (National banks).
This report form is to be filed by banks with branches and consolidated subsidiaries in U.S. territories and possessions, Edge or Agreement subsidiaries, foreign branches, consolidated foreign subsidiaries, or International Banking Facilities.
NOTE: The Reports of Condition and Income must be signed by an authorized officer and the Report of Condition must be attested to by not less than two directors (trustees) for State nonmember banks and three directors for State member and National Banks.
I, | Clive Bucknall, Controller |
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| Name and Title of Officer Authorized to Sign Report |
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Of the named bank do hereby declare that these Reports of Condition and Income (including the supporting schedules) 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 believe.
/s/ Joseph R. Simpson |
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Signature of Officer Authorized to Sign Report |
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08/04/2008 |
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Date of Signature |
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The Reports of Condition and Income are to be prepared in accordance with Federal regulatory authority instructions.
We, the undersigned directors (trustees), attest to the correctness of this Report of Condition (including the supporting schedules) 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.
/s/ Sal H. Alfieri |
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Director (Trustee) |
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/s/ Bernard J. Kennedy |
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Director (Trustee) |
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/s/ Martin Glynn |
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Director (Trustee) |
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Submission of Reports
Each Bank must prepare its Reports of Condition and Income either:
(a) in electronic form and then file the computer data file directly with the banking agencies’ collection agent, Electronic Data System Corporation (EDS), by modem or computer diskette; or
b) in hard-copy (paper) form and arrange for another party to convert the paper report to automated for. That party (if other than EDS) must transmit the bank’s computer data file to EDS.
For electronic filing assistance, contact EDS Call report Services, 2150 N. Prospect Ave., Milwaukee, WI 53202, telephone (800) 255-1571.
To fulfill the signature and attestation requirement for the Reports of Condition and Income for this report date, attach this signature page to the hard-copy of the completed report that the bank places in its files.
FDIC Certificate Number |
| 5 7 8 9 0 |
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| (RCBI 9030) |
http://WWW.BANKING.US.HSBC.COM |
| HSBC Bank USA, NATIONAL ASSOCIATION | |
Primary Internet Web Address of Bank (Home Page), if any (TEXT 4087) |
| Legal Title of Bank (TEXT 9010) | |
(Example: www.examplebank.com) |
| Wilmington | |
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| City (TEXT 9130) | |
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| DE | 19801 |
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| State Abbrev. (TEXT 9200) | ZIP Code (TEXT 9220) |
Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency
REPORT OF CONDITION
Consolidated domestic subsidiaries
HSBC Bank USA, National Association |
| of Buffalo |
Name of Bank |
| City |
in the state of New York, at the close of business June 30, 2008
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| Thousands of dollars |
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ASSETS |
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Cash and balances due from depository institutions: |
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a. Non-interest-bearing balances currency and coin |
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| 3,746,575 |
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b. Interest-bearing balances |
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| 4,269,852 |
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Held-to-maturity securities |
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| 2,776,907 |
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Available-for-sale securities |
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| 21,761,840 |
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Federal funds sold and securities purchased under agreements to resell: |
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a. Federal funds sold in domestic offices |
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| 4,620,000 |
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b. Securities purchased under agreements to resell |
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| 7,715,576 |
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Loans and lease financing receivables: |
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Loans and leases held for sale |
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| 4,410,114 |
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Loans and leases net of unearned income |
| 84,525,017 |
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LESS: Allowance for loan and lease losses |
| 1,795,053 |
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Loans and lease, net of unearned income, allowance, and reserve |
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| 82,729,964 |
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Trading assets |
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| 32,699,558 |
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Premises and fixed assets |
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| 545,573 |
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Other real estate owned |
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| 72,547 |
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Investments in unconsolidated subsidiaries |
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| 313,902 |
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Customers’ liability to this bank on acceptances outstanding |
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| NA |
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Intangible assets: Goodwill |
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| 2,111,113 |
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Intangible assets: Other intangible assets |
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| 589,485 |
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Other assets |
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| 9,103,240 |
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Total assets |
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| 177,466,246 |
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LIABILITIES |
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Deposits: |
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In domestic offices |
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| 82,747,882 |
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Non-interest-bearing |
| 12,897,851 |
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Interest-bearing |
| 69,850,031 |
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In foreign offices |
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| 36,698,708 |
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Non-interest-bearing |
| 963,333 |
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Interest-bearing |
| 35,735,375 |
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Federal funds purchased and securities sold under agreements to repurchase: |
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a. Federal funds purchased in domestic offices |
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| 115,564 |
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b. Securities sold under agreements to repurchase |
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| 944,566 |
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Trading Liabilities |
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| 14,021,445 |
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Other borrowed money |
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| 19,553,170 |
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Bank’s liability on acceptances |
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| NA |
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Subordinated notes and debentures |
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| 4,614,032 |
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Other liabilities |
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| 6,349,027 |
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Total liabilities |
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| 165,044,394 |
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Minority Interests in consolidated Subsidiaries |
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| 349 |
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EQUITY CAPITAL |
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Perpetual preferred stock and related surplus |
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| 0 |
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Common Stock |
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| 2,001 |
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Surplus |
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| 11,593,143 |
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Retained earnings |
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| 1,472,086 |
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Accumulated other comprehensive income |
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| -645,727 |
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Other equity capital components |
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| 0 |
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Total equity capital |
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| 12,421,503 |
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Total liabilities, minority interests and equity capital |
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| 177,466,246 |
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