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

 

x

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

(Jurisdiction of incorporation

 

(I.R.S. employer

if not a U.S. national bank)

 

identification no.)

 

225 Liberty Street, New York, N.Y.

 

10286

(Address of principal executive offices)

 

(Zip code)

 


 

ALLIED WORLD ASSURANCE COMPANY HOLDINGS, AG

ALLIED WORLD ASSURANCE COMPANY HOLDINGS, LTD

(Exact name of obligor as specified in its charter)

 


 

Allied World Assurance Company Holdings, AG

 

Allied World Assurance Company Holdings, Ltd

Switzerland

 

Bermuda

(State or other jurisdiction of incorporation or organization

 

(State or other jurisdiction of incorporation or organization)

 

98-0681223

 

98-0481737

(I.R.S. Employer Identification Number)

 

(I.R.S. Employer Identification Number)

 

GUBELSTRASE 24

 

27 RICHMOND ROAD

PARK TOWER, 15TH FLOOR

 

PEMBROKE HM 08

6300 ZUG, SWITZERLAND

 

BERMUDA

41-41-768-1080

 

(441) 278-5400

(Address, including zip code, and telephone number, including
area code, or registrant’s principal executive offices)

 

(Address, including zip code, and telephone number, including
area code, or registrant’s principal executive offices)

 


 

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

Superintendent of Banks of the State of New York

 

One State Street, New York, N.Y.

 

 

10004-1417, and Albany, N.Y.

 

 

12223

 

 

 

Federal Reserve Bank of New York

 

33 Liberty Street, New York, N.Y.

 

 

10045

 

 

 

Federal Deposit Insurance Corporation

 

Washington, D.C. 20429

 

 

 

New York Clearing House Association

 

New York, N.Y. 10005

 

(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.

 

4.              Trusteeships under other indentures.

 

(a)(i) Indenture, dated as of July 26, 2006, by and between Allied World Assurance Company Holdings, Ltd, as issuer, and The Bank of New York, as trustee, with regard to Allied World Assurance Company Holdings, Ltd’s outstanding 7.50% Senior Notes due 2016

 

(ii)          First Supplemental Indenture, dated as of July 26, 2006, by and between Allied World Assurance Company, Ltd, as issuer, and The Bank of New York, as trustee, with regard to Allied World Assurance Company Holdings, Ltd’s outstanding 7.50% Senior Notes due 2016

 

(iii)       Second Supplemental Indenture, dated as of December 30, 2010, by and among Allied World Assurance Company Holdings, AG, Allied World Assurance Company Holdings, Ltd and The Bank of New York Mellon, as trustee, with regard to Allied World Assurance Company Holdings, Ltd’s outstanding 7.50% Senior Notes due 2016

 

(iv)      Senior Indenture, dated November 15, 2010, by and between Allied World Assurance Company Holdings, Ltd and The Bank of New York Mellon, as trustee, with regard to Allied World Assurance Company Holdings Ltd’s outstanding 5.50% Senior Notes due 2020

 

(v)         First Supplemental Indenture, dated November 15, 2010, by and between Allied World Assurance Company Holdings, Ltd and The Bank of New York Mellon, as trustee, with regard to Allied World Assurance Holdings, Ltd’s outstanding 5.50% Senior Notes due 2020

 

(vi)      Second Supplemental Indenture, dated as of December 30, 2010, by and among Allied World Assurance Company Holdings, AG, Allied World Assurance Company Holdings, Ltd and The Bank of New York Mellon, as trustee, with regard to Allied World Assurance Company Holdings, Ltd’s outstanding 5.50% Senior Notes due 2020

 

(b)         No conflicting interest within the meaning of Section 310(b)(1) of the Act arises as a result of the trusteeships under the indentures listed in (a)(i) through (vi) of this Section 4 (the “Indentures”) because none of the Indentures are in default. These indenture securities will rank equally with the securities under the Indentures, all of which are unsecured.

 

13.  Defaults by the Obligor.

 

(a)         There has been no default with respect to the securities under this indenture.

 

(b)         There has been no default under any of the Indentures.

 

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”) and 17 C.F.R. 229.10(d).

 



 

1.              A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself 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 Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

 

4.              A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-188382).

 

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. 333-188382).

 

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 Woodland Park and State of New Jersey, on the 23rd day of October, 2015.

 

 

THE BANK OF NEW YORK MELLON

 

 

 

By:

/s/ Laurence J. O’Brien

 

 

Name:

Laurence J. O’Brien

 

 

Title:

Vice President

 



 

EXHIBIT 7

 

Consolidated Report of Condition of

 

THE BANK OF NEW YORK MELLON

 

of One Wall Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,

 

a member of the Federal Reserve System, at the close of business June 30, 2015, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

 

 

 

Dollar amounts in thousands

 

ASSETS

 

 

 

Cash and balances due from depository institutions:

 

 

 

Noninterest-bearing balances and currency and coin

 

7,835,000

 

Interest-bearing balances

 

115,236,000

 

Securities:

 

 

 

Held-to-maturity securities

 

42,679,000

 

Available-for-sale securities

 

76,620,000

 

Federal funds sold and securities purchased under agreements to resell:

 

 

 

Federal funds sold in domestic offices

 

0

 

Securities purchased under agreements to resell

 

14,211,000

 

Loans and lease financing receivables:

 

 

 

Loans and leases held for sale

 

264,000

 

Loans and leases, net of unearned income

 

35,026,000

 

LESS: Allowance for loan and lease losses

 

162,000

 

Loans and leases, net of unearned income and allowance

 

34,864,000

 

Trading assets

 

5,134,000

 

Premises and fixed assets (including capitalized leases)

 

1,065,000

 

Other real estate owned

 

5,000

 

Investments in unconsolidated subsidiaries and associated companies

 

533,000

 

Direct and indirect investments in real estate ventures

 

0

 

Intangible assets:

 

 

 

Goodwill

 

6,352,000

 

Other intangible assets

 

1,097,000

 

Other assets

 

14,309,000

 

Total assets

 

320,204,000

 

 



 

LIABILITIES

 

 

 

Deposits:

 

 

 

In domestic offices

 

155,532,000

 

Noninterest-bearing

 

106,199,000

 

Interest-bearing

 

49,333,000

 

In foreign offices, Edge and Agreement subsidiaries, and IBFs

 

122,363,000

 

Noninterest-bearing

 

7,932,000

 

Interest-bearing

 

114,431,000

 

Federal funds purchased and securities sold under agreements to repurchase:

 

 

 

Federal funds purchased in domestic offices

 

68,000

 

Securities sold under agreements to repurchase

 

1,380,000

 

Trading liabilities

 

4,985,000

 

Other borrowed money:

 

 

 

(includes mortgage indebtedness and obligations under capitalized leases)

 

7,008,000

 

Not applicable

 

 

 

Not applicable

 

 

 

Subordinated notes and debentures

 

765,000

 

Other liabilities

 

6,825,000

 

 

 

 

 

Total liabilities

 

298,926,000

 

 

 

 

 

EQUITY CAPITAL

 

 

 

Perpetual preferred stock and related surplus

 

0

 

Common stock

 

1,135,000

 

Surplus (exclude all surplus related to preferred stock)

 

10,184,000

 

Retained earnings

 

11,326,000

 

Accumulated other comprehensive income

 

-1,717,000

 

Other equity capital components

 

0

 

Total bank equity capital

 

20,928,000

 

Noncontrolling (minority) interests in consolidated subsidiaries

 

350,000

 

Total equity capital

 

21,278,000

 

Total liabilities and equity capital

 

320,204,000

 

 

I, Thomas P. Gibbons, 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.

 

Thomas P. Gibbons,
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.

 

Gerald L. Hassell
Catherine A. Rein
Joseph J. Echevarria

 

 

Directors