Exhibit 25.1
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)
¨
Computershare
Trust Company, National Association
(Exact name of trustee as specified in its charter)
National
Banking Association
(Jurisdiction of incorporation or organization
if not a U.S. national bank) |
04-3401714
(I.R.S. Employer
Identification Number) |
| |
|
150
Royall Street, Canton, MA
(Address of principal executive offices) |
02021
(Zip Code) |
Law Department
Computershare Trust Company, National Association
150 Royall
Street, Canton, MA
02021
(781) 575-2000
(Name, address and telephone number of agent for service)
ANNALY CAPITAL
MANAGEMENT, INC.
(Exact name of obligor as specified in its charter)
Maryland
(State or other jurisdiction of
incorporation or organization) |
22-3479661
(I.R.S. Employer Identification Number) |
|
1211 Avenue of the Americas
New York, New York
(Address of principal executive
offices) |
10036
(Zip Code) |
Debt Securities
(Title of the indenture securities)
| 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
340 Madison Avenue, 4th Floor
New York, NY 10017-2613
| (b) | Whether it is authorized to exercise corporate trust powers. |
The trustee is authorized to exercise corporate
trust powers.
| Item 2. | Affiliations with the obligor. If the obligor
is an affiliate of the trustee, describe such affiliation. |
None.
| Items 3-15. | No
responses are included for Items 3-15 of this Form T-1 because, to the best of the Trustee’s knowledge, neither
the obligor nor any guarantor is in default under any Indenture for which the Trustee acts as Trustee and the Trustee is not a foreign
trustee as provided under Item 15. |
| Item 16. | List of exhibits. List below all exhibits
filed as a part of this statement of eligibility. |
1. A
copy of the articles of association of the trustee. (See Exhibit 1 to Form T-1 filed with Registration Statement No. 333-200089).
2. A
copy of the certificate of authority of the trustee to commence business.
3. A
copy of the Comptroller of the Currency Certification of Fiduciary Powers for Computershare Trust Company, National Association.
4. A
copy of the existing bylaws of the trustee, as now in effect. (See Exhibit 4 to Form T-1 filed with Registration Statement No. 333-200089).
5. Not
applicable
6. The
consent of the Trustee required by Section 321(b) of the Act.
7. A
copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
8. Not
applicable
9. Not
applicable
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, Computershare Trust Company, National Association, a national banking association, organized and existing under the laws of the
United States, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized,
all in the City of St. Paul, and State of Minnesota, on the 18th day of September, 2024.
| |
COMPUTERSHARE TRUST COMPANY, NATIONAL
ASSOCIATION |
| |
|
| |
By: |
/s/
Tina D. Gonzalez |
| |
|
Name: Tina D. Gonzalez |
| |
|
Title: Vice President |
A copy of the Comptroller of the Currency Certificate of Corporate
Existence for Computershare Trust Company, National Association, dated September 3, 2024.
A copy of the Comptroller of the Currency Certification of Fiduciary
Powers for Computershare Trust Company, National Association, dated September 3, 2024.
CONSENT OF THE TRUSTEE
Pursuant to the requirements of Section 321
(b) of the Trust Indenture Act of 1939, and in connection with the proposed issue of debt securities, Computershare Trust Company,
National Association hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished
by such authorities to the Securities and Exchange Commission upon request therefore.
| |
COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION
|
| |
By: |
/s/
Tina D. Gonzalez |
| |
|
Title:Vice President |
| |
| September 18 , 2024 |
EXHIBIT 7
Consolidated
Report of Condition of
COMPUTERSHARE TRUST
COMPANY, NATIONAL ASSOCIATION
150 Royall Street,
Canton, MA 02021
at the close of business June 30, 2024.
| ASSETS | |
Dollar
Amounts In Thousands | |
| Cash
and balances due from depository institutions: | |
| | |
| Noninterest-bearing
balances and currency and coin | |
| 4,112 | |
| Interest-bearing
balances | |
| 370,129 | |
| Securities: | |
| | |
| Held-to-maturity
securities | |
| -0- | |
| Available-for-sale
securities | |
| -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, net of unearned income | |
| -0- | |
| LESS:
Allowance for loan and lease losses | |
| -0- | |
| Loans
and leases, net of unearned income and allowance | |
| -0- | |
| Trading
assets | |
| -0- | |
| Premises
and fixed assets (including capitalized leases) | |
| 8,047 | |
| Other
real estate owned | |
| -0- | |
| Investments
in unconsolidated subsidiaries and associated companies | |
| -0- | |
| Direct
and indirect investments in real estate ventures | |
| -0- | |
| Intangible
assets: | |
| | |
| Goodwill | |
| 134,206 | |
| Other
intangible assets | |
| 462,169 | |
| Other
assets | |
| 147,180 | |
| Total
assets | |
| 1,125,843 | |
| LIABILITIES | |
| |
| Deposits: | |
| |
| In
domestic offices | |
| -0- | |
| Noninterest-bearing | |
| -0- | |
| 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 | |
| 173,588 | |
| Total liabilities | |
| 173,588 | |
| | |
| | |
| EQUITY CAPITAL | |
| | |
| Perpetual preferred stock and
related surplus | |
| 0 | |
| Common stock | |
| 500 | |
| Surplus (exclude all surplus
related to preferred stock) | |
| 850,876 | |
| Retained earnings | |
| 100,879 | |
| | |
| | |
| Accumulated other comprehensive
income | |
| -0- | |
| Other equity capital components | |
| -0- | |
| Total bank equity capital | |
| 952,255 | |
| Noncontrolling (minority) interests
in consolidated subsidiaries | |
| -0- | |
| Total equity
capital | |
| 952,255 | |
| Total liabilities
and equity capital | |
| 1,125,843 | |
I, Greg Brandt, Assistant Controller
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.
Greg Brandt
Greg Brandt
Assistant Controller
