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EX-7.2 5 tm2415651d1_ex7-2.htm EXHIBIT 7.2 SUNCOR ENERGY INC - Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon (formerly known as the Bank of New York), as trustee for the Indenture referenced at Exhibit 7.1 above.

 

Exhibit 7.2

 

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

(Exact name of trustee as specified in its charter)

 

New York

(Jurisdiction of incorporation of organization if
not a U.S. national bank)

 

13-5160382

(I.R.S. Employer

Identification No.)

240 Greenwich Street

New York, New York

(Address of principal executive offices)

 

10286

(Zip code)

 

Legal Department

The Bank of New York Mellon

240 Greenwich Street

New York, NY 10286

(212) 635-1270

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

 

SUNCOR ENERGY INC.

(Exact name of obligor as specified in its charter)

 

Canada

(State or other jurisdiction

of incorporation or organization)

 

98-0343201

(I.R.S. Employer

Identification No.)

150-6th Avenue S.W., P.O. Box 2844

Calgary, Alberta, Canada

(Address of principal executive offices)

T2P 3E3

(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.

 

Superintendent of the Department of Financial Services of the State of New York One State Street, New York, N.Y. 10004-1417 and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation 550 17th Street, NW, Washington, D.C. 20429
The Clearing House Association L.L.C. 100 Broad Street, New York, N.Y. 10004

 

(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").

 

1.- A copy of the Organization Certificate of The Bank of New York Mellon (formerly The Bank of New York (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 Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed as Exhibit 25.1 to Current Report on Form 8-K of Nevada Power Company, Date of Report (Date of Earliest Event Reported) July 25, 2008 (File No. 000-52378).)

 

4.- A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 with Registration Statement No. 333-229494.)

 

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. 333-229519.)

 

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.

 

 

 

 

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 the 4th day of June, 2024.

 

  THE BANK OF NEW YORK MELLON
   
  By: /s/ Stacey B. Poindexter
    Name: Stacey B. Poindexter
    Title: Vice President

 

 

 

 

EXHIBIT 7

(Page i of ii)

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, 2024, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

 

  Dollar amounts in thousands  
ASSETS        
Cash and balances due from depository institutions:        
Noninterest-bearing balances and currency and coin     4,175,000  
Interest-bearing balances     127,322,000  
Securities:        
Held-to-maturity securities     48,404,000  
Available-for-sale debt securities     89,763,000  
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     13,426,000  
Loans and lease financing receivables:        
Loans and leases held for sale     0  
Loans and leases held for investment     40,324,000  
LESS: Allowance for credit losses on loans and leases     305,000  
Loans and leases held for investment, net of allowance     40,019,000  
Trading assets     5,233,000  
Premises and fixed assets (including capitalized leases)     2,728,000  
Other real estate owned     1,000  
Investments in unconsolidated subsidiaries and associated companies     1,473,000  
Direct and indirect investments in real estate ventures     0  
Intangible assets     6,907,000  
Other assets     18,026,000  
Total assets     357,477,000  
         
LIABILITIES        
Deposits:        
In domestic offices     212,250,000  
Noninterest-bearing     61,642,000  
Interest-bearing     150,608,000  
In foreign offices, Edge and Agreement subsidiaries, and IBFs     100,510,000  
Noninterest-bearing     4,973,000  
Interest-bearing     95,537,000  
Federal funds purchased and securities sold under agreements to repurchase:        
Federal funds purchased in domestic offices     0  
Securities sold under agreements to repurchase     3,808,000  
Trading liabilities     1,687,000  
Other borrowed money:        
(includes mortgage indebtedness and obligations under capitalized leases)     3,030,000  
Not applicable        
Not applicable        
Subordinated notes and debentures     0  
Other liabilities     8,722,000  
Total liabilities     330,007,000  
         
EQUITY CAPITAL        
Perpetual preferred stock and related surplus     0  
Common stock     1,135,000  
Surplus (exclude all surplus related to preferred stock)     12,320,000  
Retained earnings     17,372,000  
Accumulated other comprehensive income     -3,357,000  
Other equity capital components     0  
Total bank equity capital     27,470,000  
Noncontrolling (minority) interests in consolidated subsidiaries     0  
Total equity capital     27,470,000  
Total liabilities and equity capital     357,477,000  

 

 

 

 

EXHIBIT 7

(Page ii of ii)

 

I, Dermot McDonogh, 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.

 

Dermot McDonogh
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.

 

Robin A. Vince    
Jeffrey A. Goldstein   Directors  
Joseph J. Echevarria