Form: S-4

Registration of securities issued in business combination transactions

May 5, 2017

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 TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)

 

 

 

N/A   95-3571558

(Jurisdiction of incorporation

if not a U.S. national bank)

 

(I.R.S. employer

identification no.)

400 South Hope Street, Suite 400

Los Angeles, California

  90071
(Address of principal executive offices)   (Zip code)

Legal Department

The Bank of New York Mellon Trust Company, N.A.

225 Liberty Street

New York, NY 10286

(212) 635-1270

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

 

 

FORTIVE CORPORATION

(Exact name of obligor as specified in its charter)

 

 

 

Delaware   47-5654583

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

6920 Seaway Blvd

Everett, WA

  98203
(Address of principal executive offices)   (Zip code)

 

 

1.800% Senior Notes due 2019

2.350% Senior Notes due 2021

3.150% Senior Notes due 2026

4.300% Senior Notes due 2046

(Title of the indenture securities)

 

 

 

 

 


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.

 

   

Name

  

Address

  Comptroller of the Currency – United States Department of the Treasury    Washington, D.C. 20219
  Federal Reserve Bank    San Francisco, California 94105
  Federal Deposit Insurance Corporation    Washington, D.C. 20429

 

  (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.

 

Item 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”) and 17 C.F.R. 229.10(d).

 

  1. A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A. (Exhibit 1 to Form T-1 filed pursuant to Section 305(b)(2) of the Act in connection with Registration Statement No. 333-135006-10).

 

  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 pursuant to Section 305(b)(2) of the Act in connection with Registration Statement No. 333-135006-10).

 

  4. A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed pursuant to Section 305(b)(2) of the Act in connection with Registration Statement No. 333-135006-10).

 

  5. Not applicable.

 

  6. The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed pursuant to Section 305(b)(2) of the Act in connection with Registration Statement No. 333-135006-10).

 

  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.

 

  8. Not applicable.

 

  9. Not applicable.


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 Los Angeles, and State of California, on the 27th day of April, 2017.

 

THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A.

By:   /s/ Valere Boyd
Name:   Valere Boyd
Title:   Vice President


EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION

of 400 South Hope Street, Suite 400, Los Angeles, CA 90071

At the close of business December 31, 2016, published in accordance with Federal regulatory authority instructions.

 

ASSETS

   Dollar Amounts
in Thousands
 

Cash and balances due from depository institutions:

  

Noninterest-bearing balances and currency and coin

     1,645  

Interest-bearing balances

     278,360  

Securities:

  

Held-to-maturity securities

     0  

Available-for-sale securities

     719,638  

Federal funds sold and securities purchased under agreements to resell:

  

Federal funds sold

     0  

Securities purchased under agreements to resell

     0  

Loans and lease financing receivables:

  

Loans and leases held for sale

     0  

Loans and leases,net of unearned income

     0  

LESS: Allowance for loan and lease losses

     0  

Loans and leases, net of unearned income and allowance

     0  

Trading assets

     0  

Premises and fixed assets (including capitalized leases)

     11,405  

Other real estate owned

     0  

Investments in unconsolidated subsidiaries and associated companies

     0  

Direct and indirect investments in real estate ventures

     0  

Not applicable

  

Intangible assets:

  

Goodwill

     856,313  

Other Intangible Assets

     50,819  

Other assets

     187,830  
  

 

 

 

Total assets

   $ 2,106,010  
  

 

 

 


LIABILITIES

  

Deposits:

  

In domestic offices

     616  

Noninterest-bearing

     616  

Interest-bearing

     0  

Not applicable

  

Federal funds purchased and securities sold under agreements to repurchase:

  

Federal funds purchased

     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

     292,769  

Total liabilities

     293,385  

Not applicable

  

EQUITY CAPITAL

  

Perpetual preferred stock and related surplus

     0  

Common stock

     1,000  

Surplus (exclude all surplus related to preferred stock)

     1,122,729  

Not available

  

Retained earnings

     690,002  

Accumulated other comprehensive income

     -1,106  

Other equity capital components

     0  

Not available

  

Total bank equity capital

     1,812,625  

Noncontrolling (minority) interests in consolidated subsidiaries

     0  

Total equity capital

     1,812,625  
  

 

 

 

Total liabilities and equity capital (sum of items 21 and 28)

     2,106,010  
  

 

 

 

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   )   
William D. Lindelof, Director   )    Directors (Trustees)
Alphonse J. Briand, Director   )