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Exhibit 25.1
 
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
 
13-5160382
(State of incorporation
if not a U.S. national bank)
 
(I.R.S. employer
identification no.)
 
 
240 Greenwich Street, Floor 7 East, New York, N.Y.
 
10286
(Address of principal executive offices)
 
(Zip code)
 
 
WEX INC.
(Exact name of obligors as specified in their charters)
 
 
 
 
 
 
Delaware
 
01-0526993
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. employer
identification no.)

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1 Hancock St.
Portland, ME 04101
(207) 773-8171
Attention: Melissa D. Smith
(Address of registrants’ principal executive offices)
6.50% Convertible Senior Notes due 2027
(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 Banks of the State of New York
 
One State Street, New York, N.Y.
10004, and One Commerce Plaza,
Albany, N.Y. 12257
 
 
Federal Reserve Bank of New York
 
33 Liberty Street, New York, N.Y.
10045
 
 
Federal Deposit Insurance Corporation
 
550 17th Street, N.W.
Washington, D.C. 20429
 
 
The Clearing House Association L.L.C.
 
New York, New York 10005
 
 
(b)
Whether it is authorized to exercise corporate trust powers.
Yes.
 
2.
Affiliations with Obligor and any Guarantor.
If the obligor or any guarantor is an affiliate of the trustee, describe each such affiliation.
None.
 
3-15.
Pursuant to General Instruction B of the Form T-1, no responses are included for Items 3-15 of this Form T-1 because, to the best of the Trustee’s knowledge, neither the obligor nor any guarantor is in default under any Indenture for which the Trustee acts as Trustee and the Trustee is not a foreign trustee as provided under Item 15 .
 
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 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

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Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).
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. 333-152735).
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.

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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 August 10, 2020.
 
 
 
 
 
 
THE BANK OF NEW YORK MELLON
 
 
By:
 
/s/ Shannon Matthews
 
 
Name:
 
Shannon Matthews
 
 
Title:
 
Vice-President


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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 March 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.
ASSETS

Dollar amounts in thousands

Cash and balances due from depository institutions:
 
Noninterest-bearing balances and currency and coin
4,072,000
Interest-bearing balances
165,889,000
Securities:
 
Held-to-maturity securities
37,050,000
Available-for-sale securities
99,180,000
Equity securities with readily determinable fair values not held for trading…………………
56,000
Federal funds sold and securities purchased under agreements to resell:
 
   Federal funds sold in domestic offices
0
Securities purchased under agreements to resell…
13,340,000
Loans and lease financing receivables:
 
Loans and leases held for sale…………….
0
Loans and leases held for investment…………
32,279,000
LESS: Allowance for loan and
lease losses………...
124,000
Loans and leases held for investment, net of allowance
32,155,000
Trading assets
6,612,000
Premises and fixed assets (including capitalized leases)
2,967,000
Other real estate owned
1,000
Investments in unconsolidated subsidiaries and associated companies
1,680,000
Direct and indirect investments in real estate ventures
0

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Intangible assets:
6,963,000
Other assets
17,072,000
Total assets
387,037,000
LIABILITIES
 
Deposits:
 
In domestic offices
207,668,000
Noninterest-bearing
96,706,000
Interest-bearing
110,962,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs
130,088,000
Noninterest-bearing
3,997,000
Interest-bearing
126,091,000
Federal funds purchased and securities sold under agreements to repurchase:
 
   Federal funds purchased in domestic offices…………………………………… .
524,000
   Securities sold under agreements to
     repurchase
3,654,000
Trading liabilities
5,061,000
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)…….
3,415,000
Not applicable
 
Not applicable
 
Subordinated notes and debentures
0
Other liabilities
9,664,000
Total liabilities
360,074,000
EQUITY CAPITAL
 
Perpetual preferred stock and related
surplus…………………………………….
0
Common stock
1,135,000
Surplus (exclude all surplus related to preferred stock)
11,489,000
Retained earnings
15,814,000
Accumulated other comprehensive income………
-1,475,000
Other equity capital components…………………
0
Total bank equity capital
26,963,000
Noncontrolling (minority) interests in
consolidated subsidiaries ………………………
0
Total equity capital
26,963,000
Total liabilities and equity capital
387,037,000

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I, Michael Santomassimo, 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.
Michael Santomassimo
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





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