Exhibit 25.2
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) ¨
Citibank, N.A.
A National Banking Association | 13-5266470 (I.R.S. employer identification no.) | |
388 Greenwich Street, New York, New York | 10013 | |
(Address of principal executive office) | (Zip code) | |
Santander UK Group Holdings plc
(Exact name of Registrant as specified in its charter)
England and Wales (State or other jurisdiction of incorporation or organization) | 98-1266745 (I.R.S. Employer Identification Number)
|
2 Triton Square, Regent’s Place London NW1 3AN, England |
Senior Debt Securities
(Title of the indenture securities)
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 | 33 Liberty Street, New York, NY | |
Federal Deposit Insurance Corporation | Washington, D.C. |
(b) | Whether it is authorized to exercise corporate trust powers. | |
Yes. |
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 of 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, 2020 - attached) | ||
Exhibit 8 - Not applicable. | ||
Exhibit 9 - Not applicable. |
-2 -
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, 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, 2021.
CITIBANK, N.A. |
By: | /s/ Danny Lee |
Name: | Danny Lee | |
Title: | Senior Trust Officer |
EXHIBIT 7
REPORT OF CONDITION
CITIBANK, N.A.
As of the close of business on December 31, 2020
Millions of Dollars | ||||
ASSETS | ||||
Cash and due from banks (including segregated cash and other deposits): | 26, 349 | |||
Deposits with banks, net of allowance: | 283,266 | |||
Securities borrowed and purchased under agreements to resell, net of allowance: | 294,712 | |||
Brokerage receivables, net of allowance: | 44,806 | |||
Trading account assets: | 375,079 | |||
Investments | ||||
Available-for-sale debt securities, net of allowance: | 335,084 | |||
Held-to-maturity debt securities, net of allowance: | 104,943 | |||
Equity securities: | 7,332 | |||
Total investments: | 447,359 | |||
Loans, net of unearned income | ||||
Consumer: | 288,839 | |||
Corporate: | 387,044 | |||
Loans, net of unearned income: | 675,883 | |||
Allowance for credit losses on Loans (ACLL): | (24,956 | ) | ||
Total loans, net: | 650,927 | |||
Goodwill: | 22,162 | |||
Intangible assets (including MSRs): | 4,747 | |||
Other assets, net of allowance: | 110,683 | |||
Total assets: | 2,260,090 |
Millions of Dollars | ||||
LIABILITIES | ||||
Non-interest-bearing deposits in U.S. offices: | 126,942 | |||
Interest-bearing deposits in U.S. offices: | 503,213 | |||
Total U.S. deposits: | 630,155 | |||
Non-interest-bearing deposits in offices outside the U.S.: | 100,543 | |||
Interest-bearing deposits in offices outside the U.S.: | 549,973 | |||
Total international deposits: | 650,516 | |||
Total deposits | 1,280,671 | |||
Securities loaned and sold under agreements to resell: | 199,525 | |||
Brokerage payables | 50,484 | |||
Trading account liabilities | 168,027 | |||
Short-term borrowings | 29,514 | |||
Long-term debt | 271,686 | |||
Other liabilities | 59,983 | |||
Total Liabilities: | 20,059,890 |
Millions of Dollars | ||||
EQUITY CAPITAL | ||||
Preferred stock: | 19,480 | |||
Common stock: | 31 | |||
Additional paid-in capital: | 107,846 | |||
Retained earnings: | 168,272 | |||
Treasury stock, at cost: | (64,129 | ) | ||
Accumulated other comprehensive income (loss) (AOCI): | (32,058 | ) | ||
Total common equity: | 179,962 | |||
Total Citigroup stockholders' equity: | 199,442 | |||
Noncontrolling interests: | 758 | |||
Total equity: | 200,200 | |||
Total Liabilities and Equity Capital | 2,260,090 |