305B2 1 d419554d305b2.htm 305B2 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 TRUST COMPANY, NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

 

 

91-1821036

I.R.S. Employer Identification No.

 

800 Nicollet Mall

Minneapolis, Minnesota

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

Karen R. Beard

U.S. Bank Trust Company, National Association

One Federal Street – 10th Floor

Boston, MA 02110

(617) 603-6565

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

 

 

WarnerMedia Holdings, Inc.

(Issuer with respect to the Securities)

Warner Bros. Discovery, Inc.

(as Guarantor)

 

 

 

Issuer – Delaware

Guarantor – Delaware

  

87-0943087

35-2333914

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

230 Park Avenue South

New York, NY

   10003
(Address of Principal Executive Offices)   (Zip Code)

 

 

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 THE 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, attached as Exhibit 1.

 

  2.

A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

 

  3.

A copy of the authorization of the Trustee to exercise corporate trust powers, attached as Exhibit 2.

 

  4.

A copy of the existing bylaws of the Trustee, attached as Exhibit 3.

 

  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 5.

 

  7.

Report of Condition of the Trustee as of December 31, 2022, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 6.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK TRUST COMPANY, 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 Boston, Commonwealth of Massachusetts on the 8th of March, 2023.

 

By:  

/s/ Karen R. Beard

  Karen R. Beard
  Vice President