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)
WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
| Not Applicable | 94-1347393 | |
| (Jurisdiction of incorporation or organization if not a U.S. national bank) |
(I.R.S. Employer Identification No.) | |
| 420 Montgomery Street San Francisco, CA |
94163 | |
| (Address of principal executive offices) | (Zip code) | |
Wells Fargo & Company
Law Department, Trust Section
MAC N9305-172
Sixth and Marquette, 17th Floor
Minneapolis, MN 55479
(agent for services)
XOMA Ltd.
(Exact name of obligor as specified in its charter)
| Bermuda | 52-2154066 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 2910 Seventh Street Berkeley, CA |
94710 | |
| (Address of principal executive offices) | (Zip code) | |
6.50% CONVERTIBLE SENIOR NOTES DUE 2012
(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. |
Comptroller of the Currency,
Treasury Department
Washington, D.C. 20230
Federal Deposit Insurance Corporation
Washington, D.C. 20429
Federal Reserve Bank of San Francisco
San Francisco, CA 94120
| (b) | Whether it is authorized to exercise corporate trust powers. |
The trustee is authorized to exercise corporate trust powers.
| Item 2. | Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. |
None with respect to the trustee.
No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.
| Item 15. | Foreign Trustee. Not applicable. |
| Item 16. | List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility. Wells Fargo Bank incorporates by reference into this Form T-1 exhibits attached hereto. |
| Exhibit 1. |
A copy of the Articles of Association of the trustee now in effect. * | |
| Exhibit 2. |
A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated November 28, 2001. * | |
| Exhibit 3. |
A copy of the authorization of the trustee to exercise corporate trust powers. A copy of the Comptroller of the Currency Certificate of Corporate Existence (with Fiduciary Powers) for Wells Fargo Bank, National Association, dated November 28, 2001. * | |
| Exhibit 4. |
Copy of By-laws of the trustee as now in effect. * | |
| Exhibit 5. |
Not applicable. | |
| Exhibit 6. |
The consents of United States institutional trustees required by Section 321(b) of the Act. | |
| Exhibit 7. |
Attached is a copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. | |
| Exhibit 8. |
Not applicable. | |
| Exhibit 9. |
Not applicable. | |
| * | Incorporated by reference to exhibit number 25 filed with registration statement number 333-87398. |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo 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 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 day of 11th day of January, 2006.
| WELLS FARGO BANK, NATIONAL ASSOCIATION | ||
| /s/ MADDY HALL | ||
| Name: | Maddy Hall | |
| Title: | Assistant Vice President | |
Exhibit 6
January 11, 2006
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request thereof.
| Very truly yours, |
| WELLS FARGO BANK, NATIONAL ASSOCIATION |
| /s/ MADDY HALL |
| Maddy Hall |
| Assistant Vice President |
Consolidated Report of Condition of
Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business September 30, 2005, filed in accordance with 12 U.S.C. §161 for National Banks.
| Dollar Amounts In Millions | |||||
| ASSETS |
|||||
| Cash and balances due from depository institutions: |
|||||
| Noninterest-bearing balances and currency and coin |
$ | 13,784 | |||
| Interest-bearing balances |
2,075 | ||||
| Securities: |
|||||
| Held-to-maturity securities |
0 | ||||
| Available-for-sale securities |
28,826 | ||||
| Federal funds sold and securities purchased under agreements to resell: |
|||||
| Federal funds sold in domestic offices |
1,426 | ||||
| Securities purchased under agreements to resell |
1,006 | ||||
| Loans and lease financing receivables: |
|||||
| Loans and leases held for sale |
45,712 | ||||
| Loans and leases, net of unearned income |
242,978 | ||||
| LESS: Allowance for loan and lease losses |
2,230 | ||||
| Loans and leases, net of unearned income and allowance |
240,748 | ||||
| Trading Assets |
6,821 | ||||
| Premises and fixed assets (including capitalized leases) |
3,712 | ||||
| Other real estate owned |
155 | ||||
| Investments in unconsolidated subsidiaries and associated companies |
335 | ||||
| Customers’ liability to this bank on acceptances outstanding |
82 | ||||
| Intangible assets |
|||||
| Goodwill |
8,734 | ||||
| Other intangible assets |
11,308 | ||||
| Other assets |
15,385 | ||||
| Total assets |
$ | 380,109 | |||
| LIABILITIES |
|||||
| Deposits: |
|||||
| In domestic offices |
$ | 270,245 | |||
| Noninterest-bearing |
82,683 | ||||
| Interest-bearing |
187,562 | ||||
| In foreign offices, Edge and Agreement subsidiaries, and IBFs |
23,338 | ||||
| Noninterest-bearing |
4 | ||||
| Interest-bearing |
23,334 | ||||
| Federal funds purchased and securities sold under agreements to repurchase: |
|||||
| Federal funds purchased in domestic offices |
16,167 | ||||
| Securities sold under agreements to repurchase |
3,986 | ||||
| Dollar Amounts In Millions | |||
| Trading liabilities |
5,804 | ||
| Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) |
7,593 | ||
| Bank’s liability on acceptances executed and outstanding |
82 | ||
| Subordinated notes and debentures |
7,045 | ||
| Other liabilities |
10,821 | ||
| Total liabilities |
$ | 345,081 | |
| Minority interest in consolidated subsidiaries |
66 | ||
| EQUITY CAPITAL |
|||
| Perpetual preferred stock and related surplus |
0 | ||
| Common stock |
520 | ||
| Surplus (exclude all surplus related to preferred stock) |
24,671 | ||
| Retained earnings |
9,342 | ||
| Accumulated other comprehensive income |
429 | ||
| Other equity capital components |
0 | ||
| Total equity capital |
34,962 | ||
| Total liabilities, minority interest, and equity capital |
$ | 380,109 | |
I, Karen B. Martin, Vice President of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.
| Karen B. Martin |
| Vice President |
We, the undersigned directors, attest to the correctness of this Report of Condition 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.
| Howard Atkins | ||
| John Stumpf | Directors | |
| Carrie Tolstedt |