Form: S-3ASR

Automatic shelf registration statement of securities of well-known seasoned issuers

December 15, 2020

 

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)   ¨

 

 

 

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)

 

Wally Jones

U.S. Bank National Association

333 Commerce Street, Suite 800

Nashville, TN 37201

(615) 251-0733

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

 

CRYOPORT, INC.

(Issuer with respect to the Securities)

 

Nevada 88-0313393
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

 

112 Westwood Place, Suite 350

Brentwood, TN

37027
(Address of Principal Executive Offices) (Zip Code)

 

3.00% Convertible Senior Notes due 2025

(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 THE 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 September 30, 2020 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.

 

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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 Nashville, State of Tennessee on the 15th of December, 2020.

 

  By: /s/ Wally Jones
    Wally Jones
    Vice President

 

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Exhibit 2

 

 

 

4

 

 

Exhibit 3

 

 

 

5

 

 

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: December 15, 2020

 

  By: /s/ Wally Jones
    Wally Jones
    Vice President

 

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Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 9/30/2020

 

($000’s)

 

    9/30/2020  
Assets      
Cash and Balances Due From   $ 43,891,940  
Depository Institutions        
Securities     132,530,990  
Federal Funds     898  
Loans & Lease Financing Receivables     307,196,612  
Fixed Assets     7,598,340  
Intangible Assets     12,549,045  
Other Assets     26,728,893  
Total Assets   $ 530,496,718  
         
Liabilities        
Deposits   $ 426,766,411  
Fed Funds     1,460,030  
Treasury Demand Notes     0  
Trading Liabilities     859,917  
Other Borrowed Money     29,719,033  
Acceptances     0  
Subordinated Notes and Debentures     3,850,000  
Other Liabilities     14,732,819  
Total Liabilities   $ 477,388,210  
         
Equity        
Common and Preferred Stock     18,200  
Surplus     14,266,915  
Undivided Profits     38,022,958  
Minority Interest in Subsidiaries     800,435  
Total Equity Capital   $ 53,108,508  
         
Total Liabilities and Equity Capital   $ 530,496,718  

 

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