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Exhibit 25

 

 

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
(State of incorporation
if not a U.S. national bank)		 95-3571558
(I.R.S. employer
identification no.)
   
   

400 South Hope Street, Suite 500

Los Angeles, California

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

 

Legal Department
The Bank of New York Mellon Trust Company, N.A.
240 Greenwich Street
New York, NY  10286
(212) 635-1270
(Name, address and telephone number of agent for service)

___________________________

 

SIMON PROPERTY GROUP, L.P.

(Exact name of obligor as specified in its charter)

 

Delaware
 (State or other jurisdiction of
incorporation or organization)

34-1755769

(I.R.S. employer
identification no.)

   

 

225 West Washington Street

Indianapolis, Indiana
(Address of principal executive offices)

 

46204

(Zip code)

 

___________________________

 

DEBT SECURITIES

(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.

 

Items 3-15 Affiliations with Obligor

 

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, in the City of Chicago and State of Illinois, on the 26th day of February, 2021.

 

    THE BANK OF NEW YORK MELLON
      TRUST COMPANY, N.A.  
     
     
     
  By:   /s/ Lawrence M. Kusch  
    Name:   Lawrence M. Kusch  
    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 500, Los Angeles, CA 90071

 

At the close of business December 31, 2020, 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 1,685
Interest-bearing balances 335,190
Securities:  
Held-to-maturity securities 0
Available-for-sale debt securities 77,127
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) 22,577
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 104,906
   
Total assets $1,397,798

 

 

 

 

LIABILITIES

 

Deposits:  
In domestic offices 1,612
Noninterest-bearing 1,612
Interest-bearing  0
Not applicable  
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 270,910
Total liabilities 272,522
Not applicable  

 

 

EQUITY CAPITAL

 

Perpetual preferred stock and related surplus 0
Common stock 1,000
Surplus (exclude all surplus related to preferred stock) 324,364
Not available  
Retained earnings 798,671
Accumulated other comprehensive income 1,241
Other equity capital components 0
Not available  
Total bank equity capital 1,125,276
Noncontrolling (minority) interests in consolidated subsidiaries 0
Total equity capital 1,125,276
Total liabilities and equity capital 1,397,798

 

 

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                  )  
Michael P. Scott, Managing Director          ) Directors (Trustees)
Kevin P. Caffrey, Managing Director         )