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)
U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
31-0841368
I.R.S. Employer Identification No.
| | |
800 Nicollet Mall | | |
Minneapolis, Minnesota | | 55402 |
| | |
(Address of principal executive offices) | | (Zip Code) |
George J. Rayzis
U.S. Bank National Association
50 South 16th Street, Suite 2000
Philadelphia, PA 19102
(651) 495-3918
(Name, address and telephone number of agent for service)
LIBERTY PROPERTY LIMITED PARTNERSHIP
(Issuer with respect to the Securities)
| | |
Pennsylvania | | 23-2766549 |
| | |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | |
500 Chesterfield Parkway | | |
Malvern, Pennsylvania | | 19355 |
| | |
(Address of Principal Executive Offices) | | (Zip Code) |
Debt Securities
(Title of the Indenture Securities)
FORM T-1
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 the Currency Washington, D.C. |
| b) | | Whether it is authorized to exercise corporate trust powers. |
Item 2. | | AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation. None |
Items 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: List below all exhibits filed as a part of this statement of eligibility and qualification. |
| 1. | | A copy of the Articles of Association of the Trustee.* |
|
| 2. | | A copy of the certificate of authority of the Trustee to commence business.** |
|
| 3. | | A copy of the certificate of authority of the Trustee to exercise corporate trust powers.** |
|
| 4. | | A copy of the existing bylaws of the Trustee.** |
|
| 5. | | A copy of each Indenture referred to in Item 4. Not applicable. |
|
| 6. | | The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6. |
|
| 7. | | Report of Condition of the Trustee as of June 30, 2010 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7. |
* | | Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005. |
| |
** | | Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-166527 filed on May 5, 2010. |
2
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK 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 and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Philadelphia, State of Pennsylvania on the 21st of September, 2010.
| | | | |
| | |
| By: | /s/ George J. Rayzis | |
| | George J. Rayzis | |
| | Vice President | |
|
3
Exhibit 6
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
Dated: September 21st, 2010
| | | | |
| | |
| By: | /s/ George J. Rayzis | |
| | George J. Rayzis | |
| | Vice President | |
|
4
Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
Exhibit 7
As of 6/30/2010
| | | | | | | | | | |
U.S. Bank National Association | | | | FFIEC 031 |
| | | | | | |
Legal Title of Bank | | | | Page RC-1 |
| | | | | | | | | | |
Cincinnati | | | | | 14 | |
| | | | | | |
City | | | | | | | | | | |
OH | | | 45202 | | | | | | | |
| | | | | | |
State | | Zip Code | | | | | | |
FDIC Certificate Number: 06548 | | | | | | |
Consolidated Report of Condition for Insured Commercial and State-Chartered Savings Banks for June 30, 2010
All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.
Schedule RC — Balance Sheet
| | | | | | | | | | | | | | | | |
Dollar Amounts in Thousands | | | RCFD | | Tril | Bil | Mil | Thou | | | |
ASSETS | | | | | | | | | | | | | | | | |
1. Cash and balances due from depository institutions (from Schedule RC-A): | | | | | | | | | | | | | | | | |
a. Noninterest-bearing balances and currency and coin (1) | | | | | | | | | | 0081 | | | 4,543,989 | | | 1.a |
b. Interest-bearing balances (2) | | | | | | | | | | 0071 | | | 477,520 | | | 1.b |
2. Securities: | | | | | | | | | | | | | | | | |
a. Held-to-maturity securities (from Schedule RC-B, column A) | | | | | | | | | | 1754 | | | 590,001 | | | 2.a |
b. Available-for-sale securities (from Schedule RC-B, column D) | | | | | | | | | | 1773 | | | 46,161,441 | | | 2.b |
3. Federal funds sold and securities purchased under agreements to resell: | | | | | | | | | | RCON | | | | | | |
a. Federal funds sold in domestic offices | | | | | | | | | | B987 | | | 4,344,927 | | | 3.a |
| | | | | | | | | | RCFD | | | | | | |
b. Securities purchased under agreements to resell (3) | | | | | | | | | | B989 | | | 0 | | | 3.b |
4. Loans and lease financing receivables (from Schedule RC-C): | | | | | | | | | | | | | | | | |
a. Loans and leases held for sale | | | | | | | | | | 5369 | | | 4,912,045 | | | 4.a |
b. Loans and leases, net of unearned income | | | B528 | | | | 182,407,235 | | | | | | | | | 4.b |
c. LESS: Allowance for loan and lease losses | | | 3123 | | | | 5,082,118 | | | | | | | | | 4.c |
d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) | | | | | | | | | | B529 | | | 177,325,117 | | | 4.d |
5. Trading assets (from Schedule RC-D) | | | | | | | | | | 3545 | | | 1,415,269 | | | 5 |
6. Premises and fixed assets (including capitalized leases) | | | | | | | | | | 2145 | | | 2,231,636 | | | 6 |
7. Other real estate owned (from Schedule RC-M) | | | | | | | | | | 2150 | | | 1,729,810 | | | 7 |
8. Investments in unconsolidated subsidiaries and associated companies | | | | | | | | | | 2130 | | | 63,797 | | | 8 |
9. Direct and indirect investments in real estate ventures | | | | | | | | | | 3656 | | | 0 | | | 9 |
10. Intangible assets: | | | | | | | | | | | | | | | | |
a. Goodwill | | | | | | | | | | 3163 | | | 8,990,069 | | | 10.a |
b. Other intangible assets (from Schedule RC-M) | | | | | | | | | | 0426 | | | 4,016,244 | | | 10.b |
11. Other assets (from Schedule RC-F) | | | | | | | | | | 2160 | | | 21,662,778 | | | 11 |
12. Total assets (sum of items 1 through 11) | | | | | | | | | | 2170 | | | 278,464,643 | | | 12 |
| | |
(1) | | Includes cash items in process of collection and unposted debits. |
|
(2) | | Includes time certificates of deposit not held for trading. |
|
(3) | | Includes all securities resale agreements in domestic and foreign offices, regardless of maturity. |
| | | | |
U.S. Bank National Association | | FFIEC 031 |
Legal Title of Bank | | Page RC-2 |
FDIC Certificate Number: 06548 | | | 15 | |
Schedule RC—Continued
| | | | | | | | | | | | | | | | |
Dollar Amounts in Thousands | | | | | Tril | Bil | Mil | Thou | | | |
LIABILITIES | | | | | | | | | | | | | | | | |
13. Deposits: | | | | | | | | | | RCON | | | | | | |
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I) | | | | | | | | | | 2200 | | | 169,153,019 | | | 13.a |
(1) Noninterest-bearing (1) | | | 6631 | | | | 42,160,505 | | | | | | | | | 13.a.1 |
(2) Interest-bearing | | | 6636 | | | | 126,992,514 | | | | | | | | | 13.a.2 |
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs | | | | | | | | | | RCFN | | | | | | |
(from Schedule RC-E, part II) | | | | | | | | | | 2200 | | | 21,880,326 | | | 13.b |
(1) Noninterest-bearing | | | 6631 | | | | 0 | | | | | | | | | 13.b.1 |
(2) Interest-bearing | | | 6636 | | | | 21,880,326 | | | | | | | | | 13.b.2 |
14. Federal funds purchased and securities sold under agreements to repurchase: | | | | | | | | | | RCON | | | | | | |
a. Federal funds purchased in domestic offices (2) | | | | | | | | | | B993 | | | 2,399,708 | | | 14.a |
| | | | | | | | | | RCFD | | | | | | |
b. Securities sold under agreements to repurchase (3) | | | | | | | | | | B995 | | | 8,679,973 | | | 14.b |
15. Trading liabilities (from Schedule RC-D) | | | | | | | | | | 3548 | | | 437,280 | | | 15 |
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M) | | | | | | | | | | 3190 | | | 32,340,366 | | | 16 |
17. and 18. Not applicable | | | | | | | | | | | | | | | | |
19. Subordinated notes and debentures (4) | | | | | | | | | | 3200 | | | 8,129,967 | | | 19 |
20. Other liabilities (from Schedule RC-G) | | | | | | | | | | 2930 | | | 7,450,842 | | | 20 |
21. Total liabilities (sum of items 13 through 20) | | | | | | | | | | 2948 | | | 250,471,481 | | | 21 |
22. Not applicable | | | | | | | | | | | | | | | | |
EQUITY CAPITAL | | | | | | | | | | | | | | | | |
Bank Equity Captal | | | | | | | | | | | | | | | | |
23. Perpetual preferred stock and related surplus | | | | | | | | | | 3838 | | | 0 | | | 23 |
24. Common stock | | | | | | | | | | 3230 | | | 18,200 | | | 24 |
25. Surplus (excludes all surplus related to preferred stock) | | | | | | | | | | 3839 | | | 12,636,872 | | | 25 |
26. a. Retained earnings | | | | | | | | | | 3632 | | | 14,476,070 | | | 26.a |
b. Accumulated other comprehensive income (5) | | | | | | | | | | B530 | | | (842,534 | ) | | 26.b |
c. Other equity capital components (6) | | | | | | | | | | A130 | | | 0 | | | 26.c |
27. a. Total bank equity capital (sum of items 23 through 26.c) | | | | | | | | | | 3210 | | | 26,288,608 | | | 27.a |
b. Noncontrolling (minority) interests in consolidated subsidiaries | | | | | | | | | | 3000 | | | 1,704,554 | | | 27.b |
28. Total equity capital (sum of items 27.a and 27.b) | | | | | | | | | | G105 | | | 27,993,162 | | | 28 |
29. Total liabilities and equity capital (sum of items 21 and 28) | | | | | | | | | | 3300 | | | 278,464,643 | | | 29 |
Memoranda
To be reported with the March Report of Condition.
| | | | | | | | | | |
1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2009 | | RCFD 6724 | | Number N/A | | M.1 |
1 = | | Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank |
|
2 = | | Independent audit of the bank’s parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately) |
|
3 = | | Attestation on bank management’s assertion on the effectiveness of the bank’s internal control over financial reporting by a certified public accounting firm. |
|
4 = | | Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority) |
|
5 = | | Directors’ examination of the bank performed by other external auditors (may be required by state chartering authority) |
|
6 = | | Review of the bank’s financial statements by external auditors |
|
7 = | | Compilation or the bank’s financial statements by external auditors |
|
8 = | | Other audit procedures (excluding tax preparation work) |
|
9 = | | No external audit work |
| | | | | | | | | | | | |
To be reported with the March Report of Condition. | | | RCON | | | | MM/ DD | | | | | | |
2. Bank’s fiscal year-end date | | | 8678 | | | | N/A | | | | M.2 | |
(1) | | Includes total demand deposits and noninterest-bearing time and savings deposits. |
|
(2) | | Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.” |
|
(3) | | Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity. |
|
(4) | | Includes limited-life preferred stock and related surplus. |
|
(5) | | Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments. |
|
(6) | | Includes treasury stock and unearned Employee Stock Ownership Plan shares. |