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)

 

 

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)

Mary Ambriz-Reyes

U.S. Bank National Association

101 North First Avenue, Suite 1600

Phoenix, AZ 85003

(602) 663-5742

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

 

 

WESTERN ALLIANCE BANCORPORATION

(Issuer with respect to the Securities)

 

 

 

Delaware   88-0365922
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)

 

One E Washington Street

Phoenix, Arizona

  85004
(Address of Principal Executive Offices)   (Zip Code)

 

 

Fixed to Floating Subordinated Notes Due 2031

(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 THE 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 March 31, 2021 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.

 

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 Phoenix, State of Arizona on the 26th of May, 2021.

 

By:   /s/ Mary Ambriz-Reyes
 

Mary Ambriz-Reyes

 

Vice President

 

3


Exhibit 2

 

LOGO

  Office of the Comptroller of the Currency
  Washington, DC 20219

CERTIFICATE OF THE CORPORATE EXISTENCE

I, Brian Brooks, Acting Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statues 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 the date of this certificate.

IN TESTIMONY WHEREOF, today, December 4, 2020, 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.

 

  

LOGO

 

  
   Acting Comptroller of the Currency   

 

2021-00217-C    LOGO   

 

4


Exhibit 3

 

LOGO

  Office of the Comptroller of the Currency
  Washington, DC 20219

CERTIFICATE OF FIDUCIARY POWERS

I, Brian Brooks, Acting Comptroller of the Currency, do hereby certify that:

1. The Office of the Comptroller of the Currency, pursuant to Revised Statues 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 4, 2020, 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.

 

  

LOGO

 

  
   Acting Comptroller of the Currency   

 

2021-00217-C    LOGO   

 

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: May 26, 2021

 

By:   /s/ Mary Ambriz-Reyes
 

Mary Ambriz-Reyes

 

Vice President

 

6


Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 3/31/2021

($000’s)

 

     3/31/2021  

Assets

  

Cash and Balances Due From Depository Institutions

   $ 43,386,652  

Securities

     154,609,348  

Federal Funds

     0  

Loans & Lease Financing Receivables

     297,075,286  

Fixed Assets

     6,148,452  

Intangible Assets

     13,371,986  

Other Assets

     27,974,559  
  

 

 

 

Total Assets

   $ 542,566,283  

Liabilities

  

Deposits

   $ 444,618,948  

Fed Funds

     1,321,015  

Treasury Demand Notes

     0  

Trading Liabilities

     1,231,176  

Other Borrowed Money

     27,466,875  

Acceptances

     0  

Subordinated Notes and Debentures

     3,350,000  

Other Liabilities

     13,255,984  
  

 

 

 

Total Liabilities

   $ 491,243,998  

Equity

  

Common and Preferred Stock

     18,200  

Surplus

     14,266,915  

Undivided Profits

     36,236,966  

Minority Interest in Subsidiaries

     800,204  
  

 

 

 

Total Equity Capital

   $ 51,322,286  

Total Liabilities and Equity Capital

   $ 542,566,283  

 

7

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