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F-10
ROGERS COMMUNICATIONS INC filed this Form F-10 on 04/23/2018
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Exhibit 7.13
 

 
 
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
(Exact name of trustee as specified in its charter)

New York
(Jurisdiction of incorporation
if not a U.S. national bank)
13-5160382
(I.R.S. employer
identification no.)
   
225 Liberty Street, New York, N.Y.
(Address of principal executive offices)
10286
(Zip code)

___________________________
 

 
Rogers Communications Inc.
(Exact name of obligor as specified in its charter)

British Columbia
(State or other jurisdiction of
incorporation or organization)
Not Applicable
(I.R.S. employer
identification no.)
   
333 Bloor Street East, 10th Floor
Toronto, Ontario M4W 1G9
Canada
(Address of principal executive offices)
 
 
 
(Zip code)



Rogers Communications Canada Inc.
(Exact name of obligor as specified in its charter)

Ontario
(State or other jurisdiction of
incorporation or organization)
Not Applicable
(I.R.S. employer
identification no.)
   
333 Bloor Street East, 10th Floor
Toronto, Ontario M4W 1G9
Canada
(Address of principal executive offices)
 
 
 
(Zip code)

___________________________

Debt Securities
and Guarantees of 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 the Department of Financial Services
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
550 17th Street, NW
Washington, D.C.  20429
     
 
The Clearing House Association L.L.C.
100 Broad Street
New York, N.Y. 10004

(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”) 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. 333-207042).

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 New York, and State of New York, on the 17th day of April, 2018.
 
  THE BANK OF NEW YORK MELLON  
       
 
By:
/s/ Teresa Wyszomierski  
    Name:   Teresa Wyszomierski  
    Title:      Vice President  
       
 
 

 
Exhibit 7
 
 

Consolidated Report of Condition of
 
THE BANK OF NEW YORK MELLON
 
of 225 Liberty Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31, 2017, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
 
ASSETS
 
Dollar amounts in thousands
 
Cash and balances due from depository
   institutions:
 
   Noninterest-bearing balances and currency
     and coin
4,671,000
   Interest-bearing balances
103,042,000
Securities:
 
   Held-to-maturity securities
40,315,000
   Available-for-sale securities
75,943,000
Federal funds sold and securities purchased
   under agreements to resell:
 
   Federal funds sold in domestic offices
0
   Securities purchased under agreements to
   resell
14,998,000
Loans and lease financing receivables:
 
   Loans and leases held for sale
0
   Loans and leases held for investment
29,491,000
   LESS: Allowance for loan and
      lease losses
133,000
Loans and leases held for investment, net
     of allowance
29,358,000
Trading assets
3,358,000
Premises and fixed assets (including
    capitalized leases)
1,388,000
Other real estate owned
4,000
Investments in unconsolidated subsidiaries
    and associated companies
585,000
Direct and indirect investments in real estate
    ventures
0
Intangible assets:
 
    Goodwill
6,390,000
    Other intangible assets
834,000




Other assets
16,419,000
Total assets
297,305,000
   
LIABILITIES
 
Deposits:
 
   In domestic offices
127,898,000
   Noninterest-bearing
77,656,000
   Interest-bearing
50,242,000
   In foreign offices, Edge and Agreement
        subsidiaries, and IBFs
121,992,000
   Noninterest-bearing
5,485,000
   Interest-bearing
116,507,000
Federal funds purchased and securities sold
        under agreements to repurchase:
 
    Federal funds purchased in domestic
      offices
4,917,000
   Securities sold under agreements to
      repurchase
1,401,000
Trading liabilities
2,775,000
Other borrowed money:
      (includes mortgage indebtedness and
      obligations under capitalized leases)
4,542,000
Not applicable
 
Not applicable
 
Subordinated notes and debentures
515,000
Other liabilities
 
 
6,284,000
Total liabilities
270,324,000
   
EQUITY CAPITAL
 
Perpetual preferred stock and related
surplus
0
Common stock
1,135,000
Surplus (exclude all surplus related to
preferred stock)
10,764,000
Retained earnings
15,872,000
Accumulated other comprehensive income
-1,140,000
Other equity capital components
0
Total bank equity capital
26,631,000
Noncontrolling (minority) interests in
consolidated subsidiaries
350,000
Total equity capital
26,981,000
Total liabilities and equity capital
297,305,000




I, Michael Santomassimo, 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.
 
Michael Santomassimo
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.
 
Charles W. Scharf
Samuel C. Scott
Joseph J. Echevarria
 
 
 
Directors
 


                                                                                                                                                                                        

 
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