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

 6/30/16  TESARO, Inc.                      S-3ASR      6/30/16    5:825K                                   Merrill Corp/New/FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-3ASR      Automatic Shelf Registration Statement for          HTML    402K 
                          Securities of a Well-Known Seasoned                    
                          Issuer                                                 
 2: EX-5.1      Opinion re: Legality                                HTML     25K 
 3: EX-12.1     Statement re: Computation of Ratios                 HTML     42K 
 4: EX-23.1     Consent of Experts or Counsel                       HTML      7K 
 5: EX-25.1     Statement re: Eligibility of Trustee                HTML     45K 

Exhibit 25.1

 

 

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

 

o  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.

 

 

Christopher J. Grell

U.S. Bank National Association

100 Wall Street, 16th Floor

New York, NY 10005

212-951-6990

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

 

TESARO, Inc.

(Issuer with respect to the Securities)

 

 

 

Senior Debt Securities

(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 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, 2016 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.

 

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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 New York, State of New York on the 30th of June, 2016.

 

	By:	/s/ Christopher J. Grell
		Christopher J. Grell
		Vice President

 

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Exhibit 2

 

 

 

4

 

Exhibit 3

 

 

 

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: June 30, 2016
	By:	/s/ Christopher J. Grell
		Christopher J. Grell
		Vice President

 

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Exhibit 7

 

U.S. Bank National Association

Statement of Financial Condition

As of 3/31/2016

 

($000’s)

 

		3/31/2016
Assets
Cash and Balances Due From Depository Institutions		$	10,947,868
Securities		106,681,861
Federal Funds		36,987
Loans & Lease Financing Receivables		263,697,563
Fixed Assets		5,196,349
Intangible Assets		12,814,361
Other Assets		23,828,774
Total Assets		$	423,203,763
Liabilities
Deposits		$	315,187,684
Fed Funds		1,383,186
Treasury Demand Notes		0
Trading Liabilities		1,570,792
Other Borrowed Money		44,382,132
Acceptances		0
Subordinated Notes and Debentures		3,800,000
Other Liabilities		12,270,761
Total Liabilities		$	378,594,555
Equity
Common and Preferred Stock		18,200
Surplus		14,266,915
Undivided Profits		29,514,964
Minority Interest in Subsidiaries		809,129
Total Equity Capital		$	44,609,208
Total Liabilities and Equity Capital		$	423,203,763

 

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