Registration No. 333-236975

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)          ☒



THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)

(Jurisdiction of incorporation
if not a U.S. national bank)
 
95-3571558
(I.R.S. employer
identification no.)
     
400 South Hope Street
Suite 500
Los Angeles, California
(Address of principal executive offices)
 


90071
(Zip code)


 
ALGONQUIN POWER & UTILITIES CORP.
(Exact name of obligor as specified in its charter)

Ontario, Canada
(State or other jurisdiction of
incorporation or organization)
 
Not Applicable
(I.R.S. employer
identification no.)
     
354 Davis Road
Oakville, Ontario, Canada LJ6 2X1
(Address of principal executive offices)
 


(Zip code)



 
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.

Name
Address
Comptroller of the Currency
United States Department of the Treasury
Washington, DC 20219
   
Federal Reserve Bank
San Francisco, CA 94105
   
Federal Deposit Insurance Corporation
Washington, DC 20429


 (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").


1.
A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).


2.
A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No.
333-121948).


3.
A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No.
333-152875).

- 2 -


4.
A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-229762).


6.
The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).


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.

- 3 -

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon Trust Company, N.A., a 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 Chicago, and State of Illinois, on the 14th day of June, 2021.

 
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
   
  By:
/s/ Lawrence M. Kusch
   
Name:  
Lawrence M. Kusch
   
Title:    
Vice President



EXHIBIT 7

Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 400 South Hope Street, Suite 500, Los Angeles, CA 90071

At the close of business March 31, 2021, published in accordance with Federal regulatory authority instructions.

ASSETS
 
Dollar amounts
in thousands
 
       
Cash and balances due from depository institutions:
     
Noninterest-bearing balances and currency and coin
   
3,196
 
Interest-bearing balances
   
364,009
 
Securities:
       
Held-to-maturity securities
   
0
 
Available-for-sale debt securities
   
76,836
 
Equity securities with readily determinable fair values not held for trading
   
0
 
Federal funds sold and securities purchased under agreements to resell:
       
Federal funds sold in domestic offices
   
0
 
Securities purchased under agreements to resell
   
0
 
Loans and lease financing receivables:
       
Loans and leases held for sale
   
0
 
Loans and leases, held for investment
   
0
 
LESS: Allowance for loan and
       
lease losses
   
0
 
Loans and leases held for investment, net of allowance
   
0
 
Trading assets
   
0
 
Premises and fixed assets (including capitalized leases)  . .
   
21,614
 
Other real estate owned
   
0
 
Investments in unconsolidated subsidiaries and associated companies
   
0
 
Direct and indirect investments in real estate ventures..
   
0
 
Intangible assets
   
856,313
 
Other assets
   
97,933
 
         
Total assets
 
$
1,419,901
 

1

LIABILITIES

Deposits:
     
In domestic offices
   
1,450
 
Noninterest-bearing
   
1,450
 
Interest-bearing
   
0
 
         
Federal funds purchased and securities
       
sold under agreements to repurchase:
       
Federal funds purchased in domestic offices
   
0
 
Securities sold under agreements to repurchase
   
0
 
Trading liabilities
   
0
 
Other borrowed money:
       
(includes mortgage indebtedness and obligations under capitalized leases)
   
0
 
Not applicable
       
Not applicable
       
Subordinated notes and debentures
   
0
 
Other liabilities
   
267,635
 
Total liabilities
   
269,085
 
Not applicable
       
         
EQUITY CAPITAL
       
         
Perpetual preferred stock and related surplus
   
0
 
Common stock
   
1,000
 
Surplus (exclude all surplus related to preferred stock)
   
324,510
 
Not available
       
Retained earnings
   
824,290
 
Accumulated other comprehensive income
   
1,016
 
Other equity capital components
   
0
 
Not available
       
Total bank equity capital
   
1,150,816
 
Noncontrolling (minority) interests in consolidated subsidiaries
   
0
 
Total equity capital
   
1,150,816
 
Total liabilities and equity capital
   
1,419,901
 

I, Matthew J. McNulty, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

Matthew J. McNulty           )            CFO

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and 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 issued by the appropriate Federal regulatory authority and is true and correct.

Antonio I. Portuondo, President
)
 
Michael P. Scott, Managing Director
)
Directors (Trustees)
Kevin P. Caffrey, Managing Director
)
 


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