Exhibit 25.1
File Nos. 333-230334-01, 333-230334-02, 333-230334-03
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) x
CITIBANK, N.A.
(Exact name of trustee as specified in its charter)
| A National Banking Association | 13-5266470 |
| (Jurisdiction of Incorporation or organization | (I.R.S. Employer Indentifiction No.) |
| if not a U.S. national bank) | |
| | |
| 399 Park Ave., New York, NY | 10043 |
| (Address of principal executive office) | (Zip Code) |
Jacqueline Suarez
Citibank, N.A.
388 Greenwich St.
New York, NY 10013
(713) 693-6677
(Name, address and telephone number of agent for service)
__________________________________________________________________
CNH Industrial Capital LLC
(Exact name of obligor as specified in its charter)
| Delaware | 39-1937630 |
| (Jurisdiction of Incorporation or organization) | (I.R.S. Employer Indentifiction No.) |
| | |
| 5729 Washington Avenue. | |
| Racine, Washington | 53406 |
| (Address of principal executive office) | (Zip Code) |
| GUARANTORS |
| |
| Exact Name of Obligor | | State or Other Jurisdiction of | | I.R.S. Employer | | Address of Principal |
| as Specified in its Charter | | Incorporation or Organization | | Identification Number | | Executive Offices |
| CNH Industrial Capital America LLC | | Delaware | | 76-0394710 | | 5729 Washington Avenue |
| | | | | | | Racine, Wisconsin 53406 |
| | | | | | | |
| New Holland Credit Company, LLC | | Delaware | | 23-2844171 | | 120 Brubaker Avenue |
| | | | | | | New Holland, Pennsylvania 17557 |
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. |
| Name | Address |
| Comptroller of the Currency | Washington, D.C. |
| Federal Reserve Bank of New York | New York, NY |
33 Liberty Street
New York, NY
| Federal Deposit Insurance Corporation | 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.
List below all exhibits filed as a part of this Statement of Eligibility.
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as exhibits hereto.
Exhibit 1 - Copy Articles of Association of the Trustee, as now in effect (Exhibit 1 to T-1 to Registration Statement No. 2-79983).
Exhibit 2 - Copy of certificate of authority of the Trustee to commence business (Exhibit 2 to T-1 to Registration Statement No. 2-29577).
Exhibit 3 - Copy of authorization of the Trustee to exercise corporate trust powers (Exhibit 3 to T-1 to Registration Statement No. 2-55519).
Exhibit 4 - Copy of existing By-Laws of the Trustee (Exhibit 4 to T-1 to Registration Statement No. 33-34988).
Exhibit 5 - Not applicable.
Exhibit 6 - The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939 (Exhibit 6 to T-1 to Registration Statement No. 33-19227).
Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A. (as of December 31, 2019 - attached).
Exhibit 8 - Not applicable.
Exhibit 9 - Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Citibank, N.A., 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 4th day of March, 2022.
| | CITIBANK, N.A. |
| | |
| | By | /s/ William Keenan |
| | | William Keenan |
| | | Senior Trust Officer |
EXHIBIT 7
REPORT OF CONDITION OF CITIBANK, N.A.
| CONSOLIDATED BALANCE SHEET | | Citigroup Inc. and Subsidiaries | |
| | | | |
| | | December 31, | |
| In millions of dollars | | 2019 | | | 2018 | |
| Assets | | | | | | | | |
| Cash and due from banks (including segregated cash and other deposits) | | $ | 23,967 | | | $ | 23,645 | |
| Deposits with banks | | | 169,952 | | | | 164,460 | |
| Securities borrowed and purchased under agreements to resell (including $153,193 and $147,701 as of December 31, 2019 and 2018, respectively, at fair value) | | | 251,322 | | | | 270,684 | |
| Brokerage receivables | | | 39,857 | | | | 35,450 | |
| Trading account assets (including $120,236 and $112,932 pledged to creditors at December 31, 2019 and 2018, respectively) | | | 276,140 | | | | 256,117 | |
| Investments: | | | | | | | | |
| Available-for-sale debt securities (including $8,721 and $9,284 pledged to creditors as of December 31, 2019 and 2018, respectively) | | | 280,265 | | | | 288,038 | |
| Held-to-maturity debt securities (including $1,923 and $971 pledged to creditors as of December 31, 2019 and 2018, respectively) | | | 80,775 | | | | 63,357 | |
| Equity securities (including $1,162 and $1,109 as of December 31, 2019 and 2018, respectively, at fair value) | | | 7,523 | | | | 7,212 | |
| Total investments | | $ | 368,563 | | | $ | 358,607 | |
| Loans: | | | | | | | | |
| Consumer (including $18 and $20 as of December 31, 2019 and 2018, respectively, at fair value) | | | 309,548 | | | | 302,360 | |
| Corporate (including $4,067 and $3,203 as of December 31, 2019 and 2018, respectively, at fair value) | | | 389,935 | | | | 381,836 | |
| Loans, net of unearned income | | $ | 699,483 | | | $ | 684,196 | |
| Allowance for loan losses | | | (12,783 | ) | | | (12,315 | ) |
| Total loans, net | | $ | 686,700 | | | $ | 671,881 | |
| Goodwill | | | 22,126 | | | | 22,046 | |
| Intangible assets (including MSRs of $495 and $584 as of December 31, 2019 and 2018, respectively, at fair value) | | | 4,822 | | | | 5,220 | |
| Other assets (including $12,830 and $20,788 as of December 31, 2019 and 2018, respectively, at fair value) | | | 107,709 | | | | 109,273 | |
| Total assets | | $ | 1,951,158 | | | $ | 1,917,383 | |
The following table presents certain assets of consolidated variable interest entities (VIEs), which are included on the Consolidated Balance Sheet above. The assets in the table below include those assets that can only be used to settle obligations of consolidated VIEs, presented on the following page, and are in excess of those obligations. In addition, the assets in the table below include third-party assets of consolidated VIEs only and exclude intercompany balances that eliminate in consolidation.
| | | December 31, |
| In millions of dollars | | 2019 | | | 2018 | |
| Assets of consolidated VIEs to be used to settle obligations of consolidated VIEs | | | | | | | | |
| Cash and due from banks | | $ | 108 | | | $ | 270 | |
| Trading account assets | | | 6,719 | | | | 917 | |
| Investments | | | 1,295 | | | | 1,796 | |
| Loans, net of unearned income | | | | | | | | |
| Consumer | | | 46,977 | | | | 49,403 | |
| Corporate | | | 16,175 | | | | 19,259 | |
| Loans, net of unearned income | | $ | 63,152 | | | $ | 68,662 | |
| Allowance for loan losses | | | (1,841 | ) | | | (1,852 | ) |
| Total loans, net | | $ | 61,311 | | | $ | 66,810 | |
| Other assets | | | 73 | | | | 151 | |
| Total assets of consolidated VIEs to be used to settle obligations of consolidated VIEs | | $ | 69,506 | | | $ | 69,944 | |
Statement continues on the next page.
| CONSOLIDATED BALANCE SHEET | | Citigroup Inc. and Subsidiaries | |
| (Continued) | | | | | | |
| | | December 31, | |
| In millions of dollars, except shares and per share amounts | | 2019 | | | 2018 | |
| Liabilities | | | | | | | | |
| Non-interest-bearing deposits in U.S. offices | | $ | 98,811 | | | $ | 105,836 | |
| Interest-bearing deposits in U.S. offices (including $1,624 and $717 as of December 31, 2019 and 2018, respectively, at fair value) | | | 401,418 | | | | 361,573 | |
| Non-interest-bearing deposits in offices outside the U.S. | | | 85,692 | | | | 80,648 | |
| Interest-bearing deposits in offices outside the U.S. (including $695 and $758 as of December 31, 2019 and 2018, respectively, at fair value) | | | 484,669 | | | | 465,113 | |
| Total deposits | | $ | 1,070,590 | | | $ | 1,013,170 | |
| Securities loaned and sold under agreements to repurchase (including $40,651 and $44,510 as of December 31, 2019 and 2018, respectively, at fair value) | | | 166,339 | | | | 177,768 | |
| Brokerage payables | | | 48,601 | | | | 64,571 | |
| Trading account liabilities | | | 119,894 | | | | 144,305 | |
| Short-term borrowings (including $4,946 and $4,483 as of December 31, 2019 and 2018, respectively, at fair value) | | | 45,049 | | | | 32,346 | |
| Long-term debt (including $55,783 and $38,229 as of December 31, 2019 and 2018, respectively, at fair value) | | | 248,760 | | | | 231,999 | |
| Other liabilities (including $6,343 and $15,906 as of December 31, 2019 and 2018, respectively, at fair value) | | | 57,979 | | | | 56,150 | |
| Total liabilities | | $ | 1,757,212 | | | $ | 1,720,309 | |
| Stockholders’ equity | | | | | | | | |
| Preferred stock ($1.00 par value; authorized shares: 30 million), issued shares: 719,200 as of December 31, 2019 and 738,400 as of December 31, 2018, at aggregate liquidation value | | $ | 17,980 | | | $ | 18,460 | |
| Common stock ($0.01 par value; authorized shares: 6 billion), issued shares: 3,099,602,856 as of December 31, 2019 and 3,099,567,177 as of December 31, 2018 | | | 31 | | | | 31 | |
| Additional paid-in capital | | | 107,840 | | | | 107,922 | |
| Retained earnings | | | 165,369 | | | | 151,347 | |
| Treasury stock, at cost: 985,479,501 shares as of December 31, 2019 and 731,099,833 shares as of December 31, 2018 | | | (61,660 | ) | | | (44,370 | ) |
| Accumulated other comprehensive income (loss) (AOCI) | | | (36,318 | ) | | | (37,170 | ) |
| Total Citigroup stockholders’ equity | | $ | 193,242 | | | $ | 196,220 | |
| Noncontrolling interest | | | 704 | | | | 854 | |
| Total equity | | $ | 193,946 | | | $ | 197,074 | |
| Total liabilities and equity | | $ | 1,951,158 | | | $ | 1,917,383 | |
The following table presents certain liabilities of consolidated VIEs, which are included on the Consolidated Balance Sheet above. The liabilities in the table below include third-party liabilities of consolidated VIEs only and exclude intercompany balances that eliminate in consolidation. The liabilities also exclude amounts where creditors or beneficial interest holders have recourse to the general credit of Citigroup.
| | | December 31, | |
| In millions of dollars | | 2019 | | | 2018 | |
| Liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Citigroup | | | | | | | | |
| Short-term borrowings | | $ | 10,031 | | | $ | 13,134 | |
| Long-term debt | | | 25,582 | | | | 28,514 | |
| Other liabilities | | | 917 | | | | 697 | |
| Total liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Citigroup | | $ | 36,530 | | | $ | 42,345 | |
The Notes to the Consolidated Financial Statements are an integral part of these Consolidated Financial Statements.
