securities and exchange commission

Washington, D.C. 20549





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) ¨




(Exact name of Trustee as specified in its charter)



I.R.S. Employer Identification No.


800 Nicollet Mall

Minneapolis, Minnesota



(Address of principal executive offices) (Zip Code)


Juliet Taylor

U.S. Bank National Association

60 Livingston Avenue

St. Paul, MN 55107

(651) 466-6308

(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, New York



(Address of Principal Executive Offices) (Zip Code)


2.00% Convertible Senior Notes Due 2026

(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

Washington, D.C.


b)Whether it 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.



Items 3-15Items 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 December 31, 2018 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 the Registration Statement on Form S-4, Registration Number 333-128217, filed on November 15, 2005.


** Incorporated by reference to Exhibit 25.1 to the Registration Statement on Form S-3ASR, Registration Number 333-199863, filed on November 5, 2014.







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 13th of May, 2019.


  By: /s/ Laurel Casasanta
    Laurel Casasanta
    Vice President




Exhibit 2







Exhibit 3






Exhibit 6




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: May 13, 2019


  By: /s/ Laurel Casasanta
    Laurel Casasanta
    Vice President





Exhibit 7


U.S. Bank National Association

Statement of Financial Condition

As of 12/31/2018




Cash and Balances Due From  $21,369,509 
Depository Institutions     
Securities   111,246,751 
Federal Funds   101,423 
Loans & Lease Financing Receivables   284,800,984 
Fixed Assets   3,721,348 
Intangible Assets   12,896,259 
Other Assets   25,340,330 
Total Assets  $459,476,604 
Deposits  $356,297,122 
Fed Funds   2,426,334 
Treasury Demand Notes   0 
Trading Liabilities   783,326 
Other Borrowed Money   34,725,959 
Acceptances   0 
Subordinated Notes and Debentures   3,800,000 
Other Liabilities   12,916,232 
Total Liabilities  $410,948,973 
Common and Preferred Stock   18,200 
Surplus   14,266,915 
Undivided Profits   33,443,222 
Minority Interest in Subsidiaries   799,294 
Total Equity Capital  $48,527,631 
Total Liabilities and Equity Capital  $459,476,604