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)
CITIBANK, N.A.
(Exact name of trustee as specified in its charter)
13-5266470
(I.R.S. Employer Identification No.)
701 East 60th Street North
Sioux Falls, South Dakota
(Address of principal executive offices)
57104
(Zip code)
Danny Lee
388 Greenwich Street
New York, NY 10013
(212) 816-4936
(Name, address and telephone number of agent for service)
Santander UK Group Holdings plc
(Exact name of obligor as specified in its charter)
| England | 98 1266745 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer
Identification No.) |
2 Triton Square, Regent’s Place London NW1 3AN, England
(Address of principal executive offices) | 10003
(Zip code) |
Senior 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.
Comptroller of Currency, Washington, D.C.
Federal Deposit Insurance Corporation, Washington, D.C. |
| (b) | Whether it is authorized to exercise corporate trust powers.
Yes. |
| Item 2. | AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each affiliation: |
Based upon an examination of the books and records of the trustee and upon information furnished by the obligor, the obligor is not an affiliate of the trustee.
| Item 3 – 15. | Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee. |
| Item 16. | LIST OF EXHIBITS.
Listed below are all exhibits filed as part of this Statement of Eligibility and Qualification. |
| 1. | A copy of the Charter for Citibank, N.A., as now in effect (Exhibit 1 to T-1 to Registration Statement No. 2-79983). |
| 2. | A copy of the certificate of authority of the Trustee to commence business (Exhibit 2 to T-1 to Registration Statement No. 2-29577). |
| 3. | A copy of authorization of the Trustee to exercise corporate trust powers (Exhibit 3 to T-1 to Registration Statement No. 2-55519). |
| 4. | A copy of existing By-Laws of the Trustee (Exhibit 4 to T-1 to Registration Statement No. 33-34988). |
| 6. | The consent of Trustee as required by Section 321(b) of the Trust Indenture Act of 1939 (Exhibit 6 to T-1 to Registration Statement No. 33-19227). |
| 7. | Current Report of the Condition of Trustee, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7. |
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 6th day of July, 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 March 31, 2021
| ASSETS | | Thousands of Dollars | |
| Cash and balances due from depository institutions: | | | 315,787,000 | |
| Securities: | | | 432,932,000 | |
| Federal funds sold and securities purchased under agreement to resell: | | | 67,513,000 | |
| Loans and leases held for sale: | | | 4,585,000 | |
| Loans and leases net of unearned income, allowance: | | | 633,930,000 | |
| Trading assets | | | 138,199,000 | |
| Premises and fixed assets: | | | 12,119,000 | |
| Other real estate owned: | | | 33,000 | |
| Investments in unconsolidated subsidiaries and associated companies: | | | 6,270,000 | |
| Direct and indirect investments in real estate ventures: | | | 0 | |
| Intangible assets: | | | 14,944,000 | |
| Other assets: | | | 77,498,000 | |
| Total Assets: | | | 1,684,634,000 | |
| | | | | |
| LIABILITIES | | Thousands of Dollars | |
| Deposits | | | 1,305,794,000 | |
| Federal funds purchased and securities sold under agreements to repurchase | | | 79,2666,000 | |
| Trading liabilities | | | 66,042,000 | |
| Other borrowed money: | | | 67,117,000 | |
| Subordinated notes and debentures | | | 12,000,000 | |
| Other Liabilities: | | | 56,162,000 | |
| Total Liabilities: | | | 1,520,339,000 | |
| EQUITY CAPITAL | | Thousands of Dollars | |
| Perpetual preferred stock and related surplus | | | 2,100,000 | |
| Common Stock | | | 751,000 | |
| Surplus: | | | 146,607,000 | |
| Retained Earnings: | | | 31,733,000 | |
| Accumulated other comprehensive income | | | (17,546,000 | ) |
| Noncontrolling (minority) interests in consolidated subsidiaries | | | 650,000 | |
| Total Equity Capital | | | 164,295,000 | |
| Total Liabilities and Equity Capital | | | 1,684,634,000 | |
