SEC Info - CNH Industrial N.V., et al. - ‘F-3ASR’ on 9/11/15

CNH Industrial N.V., et al. – ‘F-3ASR’ on 9/11/15 – EX-25.2

On: Friday, 9/11/15, at 4:11pm ET · Effective: 9/11/15 · Accession #: 1193125-15-318477 · File #s: 333-206891, -01, -02, -03

Automatic Shelf Registration Statement for Securities of a Well-Known Seasoned Foreign Private Issuer — Form F-3
Filing Table of Contents

EX-25.2 — Statement re: Eligibility of Trustee

This exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

5 Subsequent Filings that Reference this Filing

SEC Info℠

Home

Help

Please Sign In

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/11/15  CNH Industrial N.V.               F-3ASR      9/11/15   10:1.6M                                   RR Donnelley/FA
          CNH Industrial Capital America LLC
          New Holland Credit Company, LLC
          CNH Industrial Capital LLC

Document/Exhibit                   Description                      Pages   Size 

 1: F-3ASR      Automatic Shelf Registration Statement for          HTML    475K 
                          Securities of a Well-Known Seasoned                    
                          Foreign Private Issuer                                 
 2: EX-4.8      Instrument Defining the Rights of Security Holders  HTML    261K 
 3: EX-4.9      Instrument Defining the Rights of Security Holders  HTML    359K 
 4: EX-5.1      Opinion re: Legality                                HTML     13K 
 5: EX-5.2      Opinion re: Legality                                HTML     12K 
 6: EX-5.3      Opinion re: Legality                                HTML     53K 
 7: EX-12.1     Statement re: Computation of Ratios                 HTML     22K 
 8: EX-23.1     Consent of Experts or Counsel                       HTML      7K 
 9: EX-23.2     Consent of Experts or Counsel                       HTML      7K 
10: EX-25.2     Statement re: Eligibility of Trustee                HTML     43K

EX-25.2

Exhibit 25.2

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)

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

A National Banking Association

94-1347393

(Jurisdiction of incorporation of

organization if not a U.S. national bank)

(I.R.S. Employer

Identification No.)

101 North Phillips Avenue

Sioux Falls, South Dakota

57104

(Address of principal executive offices)

(Zip code)

Wells Fargo & Company

Law Department, Trust Section

MAC N9305-175

Sixth Street and Marquette Avenue, 17^th Floor

Minneapolis, Minnesota 55479

(612) 667-4608

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

CNH Industrial Capital LLC

(Exact name of obligor as specified in its charter)

Delaware

39-1937630

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

5729 Washington Avenue

Racine, Wisconsin

53406

(Address of principal executive offices)

(Zip code)

Debt Securities

and Guarantees of Debt Securities

(Title of the indenture securities)

GUARANTORS

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

Treasury Department

Washington, D.C.

Federal Deposit Insurance Corporation

Washington, D.C.

Federal Reserve Bank of San Francisco

San Francisco, California 94120

(b)

Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2.

Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15.

Foreign Trustee. Not applicable.

Item 16.

List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.


Exhibit 1.		A copy of the Articles of Association of the trustee as now in effect.*

Exhibit 2.		A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated January 14, 2015.*

Exhibit 3.		A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated January 6, 2014.*

Exhibit 4.		Copy of By-laws of the trustee as now in effect.*

Exhibit 5.		Not applicable.

Exhibit 6.		The consent of the trustee required by Section 321(b) of the Act.

Exhibit 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.

Exhibit 8.		Not applicable.

Exhibit 9.		Not applicable.

* Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit to the Filing 305B2 dated March 13, 2015 of Navient Funding, LLC and Navient Credit Funding, LLC, file number 333-190926.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo 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 to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago and State of Illinois on the 10^th day of September, 2015.

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Gregory S. Clarke

Gregory S. Clarke

Vice President

EXHIBIT 6

September 10^th, 2015

Securities and Exchange Commission

Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Gregory S. Clarke

Gregory S. Clarke

Vice President

EXHIBIT 7

Consolidated Report of Condition of

Wells Fargo Bank National Association

of 101 North Phillips Avenue, Sioux Falls, SD 57104

And Foreign and Domestic Subsidiaries,

at the close of business June 30, 2015, filed in accordance with 12 U.S.C. §161 for National Banks.


		Dollar Amounts In Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		$	17,464
Interest-bearing balances			189,787
Securities:
Held-to-maturity securities			80,102
Available-for-sale securities			233,717
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices			1,864
Securities purchased under agreements to resell			18,746
Loans and lease financing receivables:
Loans and leases held for sale			20,241
Loans and leases, net of unearned income	848,562
LESS: Allowance for loan and lease losses	10,493
Loans and leases, net of unearned income and allowance			838,069
Trading Assets			39,221
Premises and fixed assets (including capitalized leases)			7,527
Other real estate owned			1,849
Investments in unconsolidated subsidiaries and associated companies			855
Direct and indirect investments in real estate ventures			0
Intangible assets
Goodwill			21,627
Other intangible assets			17,894
Other assets			64,908

Total assets		$	1,553,871


LIABILITIES
Deposits:
In domestic offices		$	1,086,292
Noninterest-bearing	343,725
Interest-bearing	742,567
In foreign offices, Edge and Agreement subsidiaries, and IBFs			140,792
Noninterest-bearing	669
Interest-bearing	140,123
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			594
Securities sold under agreements to repurchase			19,806


	Dollar Amounts In Millions
Trading liabilities		18,515
Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases)		89,743
Subordinated notes and debentures		16,760
Other liabilities		33,801

Total liabilities	$	1,406,303

EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		519
Surplus (exclude all surplus related to preferred stock)		106,692
Retained earnings		36,940
Accumulated other comprehensive income		2,986
Other equity capital components		0

Total bank equity capital		147,137
Noncontrolling (minority) interests in consolidated subsidiaries		431


Total equity capital		147,568


Total liabilities, and equity capital	$	1,553,871

I, John R. Shrewsberry, Sr. EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

John R. Shrewsberry

Sr. EVP & CFO

We, the undersigned directors, attest to the correctness of this Report of Condition 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.


John Stumpf		Directors
James Quigley
Enrique Hernandez, Jr.

This ‘F-3ASR’ Filing	Date	Other Filings

Filed on / Effective on:	9/11/15	8-A12G
	6/30/15	10-Q
	3/13/15
	1/14/15
	1/6/14
		List all Filings

Exact Name of Obligor

as Specified in its Charter

State or Other Jurisdiction of
Incorporation or Organization

I.R.S. Employer

Identification Number

Address of Principal
Executive Offices

CNH Industrial Capital America LLC

5729 Washington Avenue

Racine, Wisconsin 53406

New Holland Credit Company, LLC

120 Brubaker Avenue

New Holland, Pennsylvania
17557

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/15/24  CNH Industrial Capital LLC        10-K       12/31/23   77:13M                                    Toppan Merrill Bridge/FA
 2/28/23  CNH Industrial Capital LLC        10-K       12/31/22   73:12M                                    Toppan Merrill Bridge/FA
 3/14/22  CNH Industrial Capital LLC        S-3ASR      3/14/22    5:626K                                   Toppan Merrill/FA
 3/01/22  CNH Industrial Capital LLC        10-K       12/31/21   76:12M                                    Toppan Merrill Bridge/FA
 3/03/21  CNH Industrial Capital LLC        10-K       12/31/20   80:19M                                    Toppan Merrill Bridge/FA

↑Top

Filing Submission 0001193125-15-318477 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)