Exhibit 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMT-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) |
THE BANK OF NEW YORK MELLON
(Exact name of trustee as specified in its charter)
| | |
New York | | 13-5160382 |
(State of incorporation if not a U.S. national bank) | | (I.R.S. employer identification no.) |
|
225 Liberty Street, New York, NY 10286 |
(Address of principal executive offices) (Zip code) |
RELX CAPITAL INC.
(Exact name of obligor as specified in its charter)
| | |
Delaware | | 51-8365797 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. employer identification no.) |
|
1105 North Market Street, Suite 501 Wilmington, Delaware 19801 |
(Address of principal executive offices) (Zip code) |
RELX PLC
(Exact name of obligor as specified in its charter)
| | |
England | | Not Applicable |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. employer identification no.) |
|
1-3 Strand London, England WC2N 5JR |
(Address of principal executive offices) (Zip code) |
RELX N.V.
(Exact name of obligor as specified in its charter)
| | |
The Netherlands | | Not Applicable |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. employer identification no.) |
|
Radarweg 29 1043 NX Amsterdam The Netherlands Not Applicable |
(Address of principal executive offices) (Zip code) |
Debt Securities
Guarantees of 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. |
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Name | | Address |
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Superintendent of Banks of the State of New York | | One State Street, New York, NY 10004-1417 |
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Federal Reserve Bank of New York | | 33 Liberty Street New York, NY 10045 |
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Federal Deposit Insurance Corporation | | 550 17th Street, N.W. Washington, D.C. 20429 3501 N. Fairfax Drive Arlington, VA 22226 |
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The Clearing House Association, L.L.C. | | 450 West 33rd Street New York, NY 10001 |
| (b) | Whether it is authorized to exercise corporate trust powers. |
Yes.
2. | Affiliations with Obligor. |
If any of the obligors is an affiliate of the trustee, describe each such affiliation.
None.
3-15. | Pursuant to General Instruction B of the FormT-1, no responses are included for Items3-15 of this FormT-1 because, to the best of The Bank of New York Mellon’s knowledge, the obligors are not in default on any securities issued under indentures under which The Bank of New York Mellon acts as trustee and the trustee is not a foreign trustee as provided under Item 15. |
The following exhibits are to be filed as a part of the statement of eligibility of The Bank of New York Mellon. Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).
| 1. | A copy of the Organization Certificate of The Bank of New York Mellon (formerly The Bank of New York and formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to FormT-1 filed with Registration StatementNo. 33-6215, Exhibits 1a and 1b to FormT-1 filed with Registration StatementNo. 33-21672, Exhibit 1 to FormT-1 filed with Registration StatementNo. 33-29637 and Exhibit 1 to FormT-1 filed with Registration StatementNo. 333-121195 and Exhibit 1 to FormT-1 filed with Registration StatementNo. 333-152735.) |
| 4. | A copy of the existingBy-Laws of the trustee (Exhibit 4 to FormT-1 filed with Registration StatementNo. 333-217575). |
| 6. | The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to FormT-1 filed with Registration StatementNo. 333-152735.) |
| 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 Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, 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 2nd day of May 2018.
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THE BANK OF NEW YORK MELLON |
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By: | | /s/ Teresa Wyszomierski |
| | Teresa Wyszomierski Vice President |
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON
of 225 Liberty Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31, 2017, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
| | | | |
ASSETS | | Dollar amounts in thousands | |
Cash and balances due from depository institutions: | | | | |
Noninterest-bearing balances and currency and coin | | | 4,671,000 | |
Interest-bearing balances | | | 103,042,000 | |
Securities: | | | | |
Held-to-maturity securities | | | 40,315,000 | |
Available-for-sale securities | | | 75,943,000 | |
Federal funds sold and securities purchased under agreements to resell: | | | | |
Federal funds sold in domestic offices | | | 0 | |
Securities purchased under agreements to resell | | | 14,998,000 | |
Loans and lease financing receivables: | | | | |
Loans and leases held for sale | | | 0 | |
Loans and leases held for investment | | | 29,491,000 | |
LESS: Allowance for loan and lease losses | | | 133,000 | |
Loans and leases held for investment, net of allowance | | | 29,358,000 | |
Trading assets | | | 3,358,000 | |
Premises and fixed assets (including capitalized leases) | | | 1,388,000 | |
Other real estate owned | | | 4,000 | |
Investments in unconsolidated subsidiaries and associated companies | | | 585,000 | |
Direct and indirect investments in real estate ventures | | | 0 | |
Intangible assets: | | | | |
Goodwill | | | 6,390,000 | |
Other intangible assets | | | 834,000 | |
Other assets | | | 16,419,000 | |
| | | | |
Total assets | | | 297,305,000 | |
| | | | |
| | | | |
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LIABILITIES | | | | |
Deposits: | | | | |
In domestic offices | | | 127,898,000 | |
Noninterest-bearing | | | 77,656,000 | |
Interest-bearing | | | 50,242,000 | |
In foreign offices, Edge and Agreement subsidiaries, and IBFs | | | 121,992,000 | |
Noninterest-bearing | | | 5,485,000 | |
Interest-bearing | | | 116,507,000 | |
Federal funds purchased and securities sold under agreements to repurchase: | | | | |
Federal funds purchased in domestic offices | | | 4,917,000 | |
Securities sold under agreements to repurchase | | | 1,401,000 | |
Trading liabilities | | | 2,775,000 | |
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases) | | | 4,542,000 | |
Not applicable | | | | |
Not applicable | | | | |
Subordinated notes and debentures | | | 515,000 | |
Other liabilities | | | 6,284,000 | |
| | | | |
Total liabilities | | | 270,324,000 | |
| | | | |
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EQUITY CAPITAL | | | | |
Perpetual preferred stock and related surplus | | | 0 | |
Common stock | | | 1,135,000 | |
Surplus (exclude all surplus related to preferred stock) | | | 10,764,000 | |
Retained earnings | | | 15,872,000 | |
Accumulated other comprehensive income | | | -1,140,000 | |
Other equity capital components | | | 0 | |
Total bank equity capital | | | 26,631,000 | |
Noncontrolling (minority) interests in consolidated subsidiaries | | | 350,000 | |
Total equity capital | | | 26,981,000 | |
| | | | |
Total liabilities and equity capital | | | 297,305,000 | |
| | | | |
I, Michael Santomassimo, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.
Michael Santomassimo
Chief Financial Officer
We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it 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.
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Charles W. Scharf Samuel C. Scott Joseph J. Echevarria | | | | Directors |