EX-25.1 25 kwks-420140401ex251.htm STATEMENT OF ELIGIBILITY ON FORM T-1 KWK S-4 2014.04.01 EX25.1


Exhibit 25.1
 
 
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 TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
 
 
 
 
95-3571558
(Jurisdiction of incorporation
if not a U.S. national bank)
(I.R.S. Employer
Identification No.)
 
 
400 South Hope Street
Suite 400
Los Angeles, California
90071
(Address of principal executive offices)
(Zip code)
 
 
 
QUICKSILVER RESOURCES INC.
(Exact name of obligor as specified in its charter)
Delaware
75-2756163
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
 
 
Cowtown Pipeline Funding, Inc.
(Exact name of obligor as specified in its charter)
Delaware
42-1639774
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
 
 
Cowtown Pipeline Management, Inc.
(Exact name of obligor as specified in its charter)
Texas
42-1639771
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
 
 





Cowtown Pipeline L.P.
(Exact name of obligor as specified in its charter)
Texas
42-1639769
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
 
 
Cowtown Gas Processing L.P.
(Exact name of obligor as specified in its charter)
Texas
20-2391404
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
 
 
Barnett Shale Operating LLC
(Exact name of obligor as specified in its charter)
Delaware
45-4110257
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
 
 
Silver Stream Pipeline Company LLC
(Exact name of obligor as specified in its charter)
Delaware
45-4669384
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
 
 
QPP Parent LLC
(Exact name of obligor as specified in its charter)
Delaware
45-5498748
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
 
 
QPP Holdings LLC
(Exact name of obligor as specified in its charter)
Delaware
45-5510057
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
801 Cherry Street
Fort Worth, Texas
76102
(Address of principal executive offices)
(Zip code)

 
 
 
11.000% Senior Notes due 2021
and Guarantees of 11.000% Senior Notes due 2021
(Title of the indenture securities)
 






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.
 
 
 
Name
  
Address
Comptroller of the Currency
United States Department of the Treasury
  
Washington, DC 20219
 
 
Federal Reserve Bank
  
San Francisco, CA 94105
 
 
Federal Deposit Insurance Corporation
  
Washington, DC 20429
 
(b)Whether it is authorized to exercise corporate trust powers.
Yes.
 
2.
Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
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") and 17 C.F.R. 229.10(d).
1.
A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).
2.
A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).
3.
A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).
4.
A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-162713).
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. 333-152875).
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.

1



SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon Trust Company, N.A., a 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 27th day of March, 2014.
 
 
 
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
 
 
 
By:
/s/
Teresa Petta
Name:
 
Teresa Petta
Title:
 
Vice President


2



EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 400 South Hope Street, Suite 400, Los Angeles, CA 90071
At the close of business December 31, 2013, published in accordance with Federal regulatory authority instructions.
Dollar amounts
in thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin
796

Interest-bearing balances
321

Securities:
Held-to-maturity securities

Available-for-sale securities
691,235
 
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold
129,700
 
Securities purchased under agreements to resell

Loans and lease financing receivables:
Loans and leases held for sale

Loans and leases, net of unearned income

LESS: Allowance for loan and lease losses

Loans and leases, net of unearned income and allowance

Trading assets

Premises and fixed assets (including capitalized leases)
4,266
 
Other real estate owned

Investments in unconsolidated subsidiaries and associated companies

Direct and indirect investments in real estate ventures

Intangible assets:
Goodwill
856,313
 
Other intangible assets
130,642
 
Other assets
123,133
 
Total assets
$
1,936,406
 





LIABILITIES
 
 
 
 
Deposits:
 
 
 
 
In domestic offices
811

Noninterest-bearing
811

Interest-bearing

Not applicable
 
 
 
 
Federal funds purchased and securities sold under agreements to repurchase:
 
 
 
 
Federal funds purchased

Securities sold under agreements to repurchase

Trading liabilities

Other borrowed money:
 
 
 
 
(includes mortgage indebtedness and obligations under capitalized leases)

Not applicable
 
 
 
 
Not applicable
 
 
 
 
Subordinated notes and debentures

Other liabilities
246,334
 
Total liabilities
247,145
 
Not applicable
 
 
 
 
 
 
 
 
 
EQUITY CAPITAL
 
 
 
 
Perpetual preferred stock and related surplus

Common stock
1,000
 
Surplus (exclude all surplus related to preferred stock)
1,121,832
 
Not available
 
 
 
 
Retained earnings
564,169
 
Accumulated other comprehensive income
2,260
 
Other equity capital components
 
 
 

Not available
 
 
 
 
Total bank equity capital
1,689,261
 
Noncontrolling (minority) interests in consolidated subsidiaries

Total equity capital
1,689,261
 
Total liabilities and equity capital
1,936,406
 
I, Cherisse Waligura, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.
Cherisse Waligura         )         CFO
We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date 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.
 
Troy Kilpatrick, President
 
)
Antonio I. Portuondo, Director
 
)        Directors (Trustees)
William D. Lindelof, Director
 
)