Form: S-3ASR

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

February 25, 2021

Documents

 

Exhibit 25.1

 

 

 

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.)
   
240 Greenwich Street, New York, N.Y.
(Address of principal executive offices)		 10286
(Zip code)

 

 


 

 

AVALONBAY COMMUNITIES, INC.

(Exact name of obligor as specified in its charter)

 

Maryland
(State or other jurisdiction of
incorporation or organization)		 77-0404318
(I.R.S. employer
identification no.)
4040 Wilson Blvd., Suite 1000
Arlington, Virginia
(Address of principal executive offices)
22203
(Zip code)

 

 

 

 

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").

 

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).

 

- 2 -

 

 

4. A copy of the existing By-laws of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-229494).

 

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. 333-229519).

 

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.

 

- 3 -

 

 

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 February, 2021.

 

  THE BANK OF NEW YORK MELLON 
       
  By: /s/ Francine Kincaid
    Name: Francine Kincaid
    Title: Vice President

 

- 4 -

 

 

EXHIBIT 7

 

Consolidated Report of Condition of

 

THE BANK OF NEW YORK MELLON

 

of 240 Greenwich 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, 2020, 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     5,412,000  
Interest-bearing balances     155,123,000  
Securities:        
Held-to-maturity securities     47,940,000  
Available-for-sale debt securities     105,304,000  
Equity securities with readily determinable fair values not held for trading     64,000  
Federal funds sold and securities purchased under agreements to resell:        
Federal funds sold in domestic offices     0  
Securities purchased under agreements to resell     12,902,000  
Loans and lease financing receivables:        
Loans and leases held for sale     0  
Loans and leases held for investment     25,616,000  
LESS: Allowance for loan and lease losses     320,000  
Loans and leases held for investment, net of allowance     25,296,000  
Trading assets     8,415,000  
Premises and fixed assets (including capitalized leases)     3,099,000  
Other real estate owned     1,000  
Investments in unconsolidated subsidiaries and associated companies     1,690,000  
Direct and indirect investments in real estate ventures     0  
Intangible assets     7,030,000  
Other assets     14,239,000  
Total assets     386,515,000  
         
LIABILITIES        
Deposits:        
In domestic offices     208,980,000  
Noninterest-bearing     83,359,000  
Interest-bearing     125,621,000  
In foreign offices, Edge and Agreement subsidiaries, and IBFs     133,019,000  
Noninterest-bearing     6,242,000  
Interest-bearing     126,777,000  
Federal funds purchased and securities sold under agreements to repurchase:        
Federal funds purchased in domestic offices     0  
Securities sold under agreements to repurchase     2,381,000  
Trading liabilities     3,644,000  
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)     325,000  
Not applicable        
Not applicable        
Subordinated notes and debentures     0  
Other liabilities     8,910,000  
Total liabilities     357,259,000  
         
EQUITY CAPITAL        
Perpetual preferred stock and related surplus     0  
Common stock     1,135,000  
Surplus (exclude all surplus related to preferred stock)     11,571,000  
Retained earnings     16,496,000  
Accumulated other comprehensive income     54,000  
Other equity capital components     0  
Total bank equity capital     29,256,000  
Noncontrolling (minority) interests in consolidated subsidiaries     0  
Total equity capital     29,256,000  
Total liabilities and equity capital     386,515,000  

 

 

 

I, Emily Portney, 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.

 

Emily Portney
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.

 

Thomas P. Gibbons

Samuel C. Scott
Joseph J. Echevarria

   Directors