Form: S-3ASR

Automatic shelf registration statement of securities of well-known seasoned issuers

May 2, 2024

Documents

 

 

Exhibit 25.2

 

 

 

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
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)

 


(Jurisdiction of incorporation
if not a U.S. national bank)

 

95-3571558
(I.R.S. employer
identification no.)

 

333 South Hope Street
Suite 2525 

Los Angeles, California 

(Address of principal executive offices)

 

90071
(Zip code)

 

 

 

BECTON DICKINSON EURO FINANCE S.À R.L.
(Exact name of obligor as specified in its charter)

 

Luxembourg
(State or other jurisdiction of
incorporation or organization)

98-1490379
(I.R.S. employer
identification no.)

 

412F, route d’Esch 

L-1471 Luxembourg
(Address of principal executive offices) 

 (Zip code)

 

BECTON, DICKINSON AND COMPANY
(Exact name of registrant as specified in its charter)

 

New Jersey 

(State or other jurisdiction of 

incorporation or organization)

 

22-0760120
(I.R.S. employer 

identification no.)

 

1 Becton Drive 

Franklin Lakes, New Jersey 

(Address of principal executive offices)

 
07417-1880
(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

Comptroller of the Currency 

United States Department of the Treasury 

 Washington, DC 20219
   
Federal Reserve Bank

San Francisco, CA 94105

 
Federal Deposit Insurance Corporation

 Washington, DC 20429
(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”).

 

1. A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).

 

2. A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No.
333-121948).

 

3. A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No.
333-152875).

 

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4. A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-229762).

 

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. 333-152875).

 

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.

 

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SIGNATURE

 

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a 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 Jacksonville, and State of Florida, on the 23rd day of April, 2024.

 

  THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
   
  By: /s/ Michael C. Jenkins
    Name: Michael C. Jenkins
    Title: Vice President

 

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EXHIBIT 7

 

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

of 333 South Hope Street, Suite 2525, Los Angeles, CA 90071 

 

At the close of business December 31, 2023, published in accordance with Federal regulatory authority instructions.

 

    Dollar amounts  
    in thousands  
         
ASSETS        
         
Cash and balances due from        
depository institutions:        
Noninterest-bearing balances and currency and coin     2,559  
Interest-bearing balances     331,039  
Securities:        
Held-to-maturity securities     0  
Available-for-sale debt securities     524  
Equity securities with readily determinable fair values not held for trading     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, held for investment     0  
LESS: Allowance for loan and lease losses     0  
Loans and leases held for investment, net of allowance     0  
Trading assets     0  
Premises and fixed assets (including capitalized leases)     13,138  
Other real estate owned     0  
Investments in unconsolidated subsidiaries and associated companies     0  
Direct and indirect investments in real estate ventures     0  
Intangible assets     856,313  
Other assets     114,683  
         
Total assets   $ 1,318,256  
1
LIABILITIES      
       
Deposits:        
In domestic offices     1,264  
Noninterest-bearing     1,264  
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     263,286  
Total liabilities     264,550  
Not applicable        
         
EQUITY CAPITAL        
         
Perpetual preferred stock and related surplus     0  
Common stock     1,000  
Surplus (exclude all surplus related to preferred stock)     106,539  
Not available        
Retained earnings     946,167  
Accumulated other comprehensive income     0  
Other equity capital components     0  
Not available        
Total bank equity capital     1,053,706  
Noncontrolling (minority) interests in consolidated subsidiaries     0  
Total equity capital   1,053,706  
Total liabilities and equity capital     1,318,256  

 

I, Matthew J. McNulty, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

 

Matthew J. McNulty ) CFO

 

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date 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.

 

Antonio I. Portuondo, President )  
Loretta A. Lundberg, Managing Director ) Directors (Trustees)
Jon M. Pocchia, Managing Director )  

 

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