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) o

 


 

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)

 

Bradley E. Scarbrough

U.S. Bank National Association

633 West 5th Street, 24th Floor

Los Angeles, CA 90071

(213) 615-6047

(Name, address and telephone number of agent for service)

 

Prologis, L.P.

(Exact name of obligor as specified in its charter)

 

Delaware

 

94-3285362

(State or other jurisdiction of incorporation or
organization)

 

(I.R.S. Employer Identification No.)

 

Prologis, Inc.

(Exact name of obligor as specified in its charter)

 

Maryland

 

94-3281941

(State or other jurisdiction of incorporation or
organization)

 

(I.R.S. Employer Identification No.)

 

Pier 1, Bay 1
San Francisco, CA

 

94111

(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.

 

Yes

 

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, attached as Exhibit 2.

 

3.              A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

 

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 December 31, 2019 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 form S-3ASR,  Registration Number 333-199863 filed on November 5, 2014.

 

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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 Los Angeles, State of California on the 24th day of March 2020.

 

 

By:

/s/ Bradley E. Scarbough

 

 

Bradley E. Scarbrough

 

 

Vice President

 

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Exhibit 2

 

Office of the Comptroller of the Currency

 

Washington, DC 20219

 

CERTIFICATE OF CORPORATE EXISTENCE

 

I, Joseph Otting, Comptroller of the Currency, do hereby certify that:

 

1.     The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

 

2.     “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this certificate.

 

 

IN TESTIMONY WHEREOF, today, December 10, 2019, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia

 

 

Comptroller of the Currency

 

4


 

Exhibit 3

 

Office of the Comptroller of the Currency

 

Washington, DC 20219

 

CERTIFICATE OF FIDUCIARY POWERS

 

I, Joseph Otting, Comptroller of the Currency, do hereby certify that:

 

1.     The Office of the Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

 

2.     “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat. 668, 12 USC 92a, and that the authority so granted remains in full force and effect on the date of this certificate.

 

 

IN TESTIMONY WHEREOF, today, December 10, 2019, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia.

 

 

Comptroller of the Currency

 

5


 

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: March 24, 2020

 

 

 

 

 

 

By:

/s/ Bradley E. Scarbrough

 

 

Bradley E. Scarbrough

 

 

Vice President

 

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Exhibit 7

 

U.S. Bank National Association

Statement of Financial Condition

As of 12/31/2019

 

($000’s)

 

 

 

12/31/2019

 

Assets

 

 

 

Cash and Balances Due From

 

$

22,256,667

 

Depository Institutions

 

 

 

Securities

 

120,982,766

 

Federal Funds

 

881,341

 

Loans & Lease Financing Receivables

 

297,660,359

 

Fixed Assets

 

5,895,381

 

Intangible Assets

 

12,915,451

 

Other Assets

 

25,412,255

 

Total Assets

 

$

486,004,220

 

 

 

 

 

Liabilities

 

 

 

Deposits

 

$

374,303,872

 

Fed Funds

 

1,094,396

 

Treasury Demand Notes

 

0

 

Trading Liabilities

 

769,407

 

Other Borrowed Money

 

41,653,916

 

Acceptances

 

0

 

Subordinated Notes and Debentures

 

3,850,000

 

Other Liabilities

 

14,940,126

 

Total Liabilities

 

$

436,611,717

 

 

 

 

 

Equity

 

 

 

Common and Preferred Stock

 

18,200

 

Surplus

 

14,266,915

 

Undivided Profits

 

34,306,761

 

Minority Interest in Subsidiaries

 

800,627

 

Total Equity Capital

 

$

49,392,503

 

 

 

 

 

Total Liabilities and Equity Capital

 

$

486,004,220

 

 

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