305B2

 

 

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)

 

 

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

 

 

31-0841368

I.R.S. Employer Identification No.

 

800 Nicollet Mall

Minneapolis, Minnesota

  55402
(Address of principal executive offices)   (Zip Code)

David W. Ferrell

U.S. Bank National Association

1349 W. Peachtree Street, N.W.

Suite 1050

Atlanta, GA 30309

(404) 898-8821

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

 

 

RETROPHIN, INC.

(Issuer with respect to the Securities)

 

 

 

Delaware   27-4842691
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)

 

3721 Valley Centre Drive

Suite 200

San Diego, CA

  92130
(Address of Principal Executive Offices)   (Zip Code)

 

 

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 June 30, 2018 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.

 

2


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 Atlanta, State of Georgia on the 5th of September, 2018.

 

By:   /s/ David W. Ferrell
  David W. Ferrell
  Vice President

 

3

EX-99.2

Exhibit 2

Exhibit 2

 

LOGO

Office of the Comptroller of the Currency Washington, DC 20219 CERTIFICATE OF CORPORATE EXISTENCE I, Joseph Otting, Comptroller of the Currency, do hereby certify that: 1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations. 2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this certificate. IN TESTIMONY WHEREOF, today, May 8, 2018, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia Comptroller of the Currency

EX-99.3

Exhibit 3

Exhibit 3

 

LOGO

Office of the Comptroller of the Currency Washington, DC 20219 CERTIFICATE OF FIDUCIARY POWERS I, Joseph Otting, Comptroller of the Currency, do hereby certify that: 1. The office of the Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations. 2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat. 668, 12 USC 92a, and that the authority so granted remains in full force and effect on the date of this certificate. IN TESTIMONY WHEREOF, today, May 8, 2018, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia Comptroller of the Currency

EX-99.6

Exhibit 6

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: September 5, 2018

 

By:   /s/ David W. Ferrell
  David W. Ferrell
  Vice President
EX-99.7

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 6/30/2018

($000’s)

 

     6/30/2018  

Assets

  

Cash and Balances Due From Depository Institutions

   $ 18,933,741  

Securities

     111,465,209  

Federal Funds

     92,722  

Loans & Lease Financing Receivables

     279,066,037  

Fixed Assets

     3,726,559  

Intangible Assets

     13,023,820  

Other Assets

     26,714,957  
  

 

 

 

Total Assets

   $ 453,023,045  

Liabilities

  

Deposits

   $ 350,952,197  

Fed Funds

     2,497,543  

Treasury Demand Notes

     0  

Trading Liabilities

     904,426  

Other Borrowed Money

     34,319,863  

Acceptances

     0  

Subordinated Notes and Debentures

     3,300,000  

Other Liabilities

     13,252,394  
  

 

 

 

Total Liabilities

   $ 405,226,423  

Equity

  

Common and Preferred Stock

     18,200  

Surplus

     14,266,915  

Undivided Profits

     32,711,429  

Minority Interest in Subsidiaries

     800,078  
  

 

 

 

Total Equity Capital

   $ 47,796,622  

Total Liabilities and Equity Capital

   $ 453,023,045