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 NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

 

31-0841368

I.R.S. Employer Identification No.

 

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Arthur L. Blakeslee

U.S. Bank National Association

225 Asylium Street, 23^rd Fl

Hartford, CT 06103

(860) 241-6859

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

 

Intercept Pharmaceuticals, Inc.

(Issuer with respect to the Securities)

 

Delaware	22-3868459
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

 

450 W. 15th Street, Suite 505 New York, NY	10011
(Address of Principal Executive Offices)	(Zip Code)

 

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 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.*

 

2.

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

 

3.

A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

 

4.

A copy of the existing bylaws of the Trustee.**

 

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 6.

 

7.

Report of Condition of the Trustee as of March 31, 2016 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

 

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

 

** Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR, Registration Number 333-199863 filed on November 5, 2014.

 

 

SIGNATURE

 

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. 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 and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Hartford, State of Connecticut on the 29th of June, 2016.

 

	By:	/s/ Arthur L. Blakeslee
		Arthur L. Blakeslee
		Vice President

 

  

Exhibit 2

 

 

Exhibit 3

 

 

Exhibit 6

 

CONSENT

 

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

 

Dated: June 29, 2016

 

	By:	/s/ Arthur L. Blakeslee
		Arthur L. Blakeslee
		Vice President

 

 

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 3/31/2016

 

($000’s)

 

		3/31/2016
Assets
Cash and Balances Due From Depository Institutions		$	10,947,868
Securities			106,681,861
Federal Funds			36,987
Loans & Lease Financing Receivables			263,697,563
Fixed Assets			5,196,349
Intangible Assets			12,814,361
Other Assets			23,828,774
Total Assets		$	423,203,763
Liabilities
Deposits		$	315,187,684
Fed Funds			1,383,186
Treasury Demand Notes			0
Trading Liabilities			1,570,792
Other Borrowed Money			44,382,132
Acceptances			0
Subordinated Notes and Debentures			3,800,000
Other Liabilities			12,270,761
Total Liabilities		$	378,594,555
Equity
Common and Preferred Stock			18,200
Surplus			14,266,915
Undivided Profits			29,514,964
Minority Interest in Subsidiaries			809,129
Total Equity Capital		$	44,609,208
Total Liabilities and Equity Capital		$	423,203,763