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FORM T‑1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) |__|
___________________________
THE HUNTINGTON NATIONAL BANK
(Exact name of trustee as specified in its charter)
(State of incorporation if not a U.S. national bank) | 31-0966785 (I.R.S. employer identification no.) |
41 South High Street Columbus, Ohio (Address of principal executive offices) | 43215 (Zip code) |
___________________________
THE ANDERSONS, INC.
(Exact name of obligor as specified in its charter)
Ohio (State or other jurisdiction of incorporation or organization) | 34-1562374 (I.R.S. employer identification no.) |
480 West Dussel Drive Maumee, Ohio (Address of principal executive offices) | 43537 (Zip code) |
___________________________
____% Five-Year Debentures
____% Ten-Year Debentures
____% Fifteen-Year Debentures
(Title of the indenture securities)
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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 |
Office of the Comptroller of the Currency Central District | Chicago, Illinois 60605 |
Federal Reserve Bank | Cleveland , Ohio 44114 |
Federal Deposit Insurance Corporation Chicago Region | Chicago, Illinois 60505 |
(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.
16. | List of Exhibits. |
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a‑29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).
1. | A copy of the Articles of Association of The Huntington National Bank as now in effect. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-169826) |
2. | A copy of the Certificate of Authority of the Trustee to commence business. (see Item 16, Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 033-80090 which is incorporated by reference). |
3. | A copy of the authorization of the Trustee to exercise corporate trust powers. (see Item 16, Exhibit 3 to Form T-1 filed in connection with Registration Statement No. 033-80090 which is incorporated by reference). |
4. | A copy of the existing by‑laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-169826) |
5. | Not applicable |
6. | The consent of the trustee required by Section 321(b) of the Act. (see Item 16, Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 033-80090 which is incorporated by reference). |
7. | A copy of the latest report of condition of the Trustee published pursuant to law or to the |
requirements of its supervising or examining authority.
SIGNATURE
Pursuant to the requirements of the Act, the trustee, The Huntington National Bank 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 Columbus and State of Ohio, on the 20th day of June, 2012.
THE HUNTINGTON NATIONAL BANK .
By: /S/ JAMES E. SCHULTZ
Name: JAMES E. SCHULTZ
Title: VICE PRESIDENT
Report of Condition
Consolidating Domestic and
Foreign Subsidiaries of
The Huntington National Bank
of Columbus in the State of Ohio, at the close of business on March 31, 2012, as filed with the Office of the Comptroller of the Currency.
Charter Number 7745
Comptroller of the Currency Central District
Report of Condition
(in thousands of dollars)
Assets | ||||||
Cash and balances due from depository institutions: | ||||||
Non-interest bearing balances and currency and coin | $ | 519,728 | ||||
Interest bearing balances | 688,622 | |||||
Securities: | ||||||
Held-to-maturity securities | 621,798 | |||||
Available-for-sale securities | 8,572,707 | |||||
Federal funds sold and securities purchased under agreements to resell: | ||||||
Federal funds sold in domestic offices | 52 | |||||
Securities purchased under agreements to resell | — | |||||
Loans and lease financing receivables: | ||||||
Loans and leases held for sales | 310,383 | |||||
Loans and leases net of unearned income | 40,537,416 | |||||
Less: Allowance for loan and lease losses | (897,201 | ) | ||||
Loans and leases, net of unearned income and allowance | 39,640,215 | |||||
Trading assets | 293,176 | |||||
Premises and fixed assets (including capitalized leases) | 569,377 | |||||
Other real estate owned | 48,141 | |||||
Direct and indirect investments in real estate ventures | 379,899 | |||||
Intangible assets: | ||||||
Goodwill | 388,920 | |||||
Other intangible assets | 343,613 | |||||
Other assets | 3,208,033 | |||||
Total assets | $ | 55,584,664 | ||||
Liabilities | ||||||
Deposits: | ||||||
In domestic offices | $ | 44,841,327 | ||||
Non-interest bearing | 4,751,092 | |||||
Interest bearing | 40,090,235 | |||||
In foreign offices, Edge and Agreement subsidiaries, and IBF's | 1,242,270 | |||||
Interest bearing | 1,242,270 |
Federal funds purchased and securities sold under agreements to repurchase: | ||||||
Federal funds purchased in domestic offices | 3,600 | |||||
Securities sold under agreements to repurchase | 1,477,963 | |||||
Trading liabilities | 229,671 | |||||
Other borrowed money | 1,173,258 | |||||
Subordinated notes and debentures | 1,056,526 | |||||
Other liabilities | 731,119 | |||||
Total liabilities | 50,755,734 | |||||
Minority interest in consolidated subsidiaries | 597,534 | |||||
Equity capital | ||||||
Common stock | 39,999 | |||||
Surplus | 5,586,098 | |||||
Retained earnings | (1,246,985 | ) | ||||
Accumulated other comprehensive income | (147,716 | ) | ||||
Total equity capital | 4,231,396 | |||||
Total liabilities and equity capital | $ | 55,584,664 |
I, Don Kimble, Executive Vice President of the above-names bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.
/s/ Don Kimble
May 6, 2012
We, the undersigned directors, attest to the correctness of this Report of Condition. We declare that this has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.
Directors:
/s/ Stephen D. Steinour
/s/ David P. Lauer
/s/ David L.Porteous