EX-25.1 6 d506690dex251.htm EX-25.1 EX-25.1

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)

 

 

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

 

 

 

A National Banking Association   94-1347393
(Jurisdiction of incorporation or
organization if not a U.S. national bank)
  (I.R.S. Employer
Identification No.)

 

101 North Phillips Avenue
Sioux Falls, South Dakota
  57104
(Address of principal executive offices)   (Zip code)

Wells Fargo & Company

Law Department, Trust Section

MAC N9305-175

Sixth Street and Marquette Avenue, 17th Floor

Minneapolis, Minnesota 55479

(612) 667-4608

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

 

 

QEP RESOURCES, INC.

(Exact name of obligor as specified in its charter)

 

Delaware   87-0287750

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

1050 17th Street, Suite 800

Denver, Colorado

  80265
(Address of principal executive offices)   (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.

Comptroller of the Currency

Treasury Department

Washington, D.C.

Federal Deposit Insurance Corporation

Washington, D.C.

Federal Reserve Bank of San Francisco

San Francisco, California 94120

 

  (b) Whether it is authorized to exercise corporate trust powers.

The trustee 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.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee. Not applicable.

Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.

 

Exhibit 1.    A copy of the Articles of Association of the trustee now in effect.*
Exhibit 2.    A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated January 14, 2015.*
Exhibit 3.    A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated January 6, 2014.*
Exhibit 4.    Copy of By-laws of the trustee as now in effect.*
Exhibit 5.    Not applicable.
Exhibit 6.    The consent of the trustee required by Section 321(b) of the Act.
Exhibit 7.    A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
Exhibit 8.    Not applicable.
Exhibit 9.    Not applicable.

 

* Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit to the Filing 305B2 dated March 13, 2015 of file number 333-190926.


SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo 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 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 28th day of February, 2018.

 

WELLS FARGO BANK, NATIONAL ASSOCIATION
/s/ Michael Q. Tu
Michael Q. Tu
Vice President


EXHIBIT 6

February 28, 2018

Securities and Exchange Commission

Washington, D.C. 20549

Gentlemen:

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

 

Very truly yours,
WELLS FARGO BANK, NATIONAL ASSOCIATION
/s/ Michael Q. Tu

Michael Q. Tu

Vice President


Exhibit 7

Consolidated Report of Condition of

Wells Fargo Bank National Association

of 101 North Phillips Avenue, Sioux Falls, SD 57104

And Foreign and Domestic Subsidiaries,

at the close of business December 31, 2017, filed in accordance with 12 U.S.C. §161 for National Banks.

 

            Dollar Amounts
In Millions
 

ASSETS

     

Cash and balances due from depository institutions:

     

Noninterest-bearing balances and currency and coin

      $ 22,450  

Interest-bearing balances

        192,185  

Securities:

     

Held-to-maturity securities

        139,228  

Available-for-sale securities

        260,098  

Federal funds sold and securities purchased under agreements to resell:

     

Federal funds sold in domestic offices

        120  

Securities purchased under agreements to resell

        31,006  

Loans and lease financing receivables:

     

Loans and leases held for sale

        12,005  

Loans and leases, net of unearned income

     929,016     

LESS: Allowance for loan and lease losses

     10,104     

Loans and leases, net of unearned income and allowance

        918,912  

Trading Assets

        51,667  

Premises and fixed assets (including capitalized leases)

        8,116  

Other real estate owned

        641  

Investments in unconsolidated subsidiaries and associated companies

        12,014  

Direct and indirect investments in real estate ventures

        72  

Intangible assets

     

Goodwill

        22,480  

Other intangible assets

        16,807  

Other assets

        59,553  
     

 

 

 

Total assets

      $ 1,747,354  
     

 

 

 

LIABILITIES

     

Deposits:

     

In domestic offices

      $ 1,259,735  

Noninterest-bearing

     423,833     

Interest-bearing

     835,902     

In foreign offices, Edge and Agreement subsidiaries, and IBFs

        129,264  

Noninterest-bearing

     962     

Interest-bearing

     128,302     

Federal funds purchased and securities sold under agreements to repurchase:

     

Federal funds purchased in domestic offices

        10,906  

Securities sold under agreements to repurchase

        7,180  


     Dollar Amounts
In Millions
 

Trading liabilities

     10,537  

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

     118,326  

Subordinated notes and debentures

     11,950  

Other liabilities

     32,898  
  

 

 

 

Total liabilities

   $ 1,580,796  

EQUITY CAPITAL

  

Perpetual preferred stock and related surplus

     0  

Common stock

     519  

Surplus (exclude all surplus related to preferred stock)

     112,497  

Retained earnings

     53,612  

Accumulated other comprehensive income

     -468  

Other equity capital components

     0  
  

 

 

 

Total bank equity capital

     166,160  

Noncontrolling (minority) interests in consolidated subsidiaries

     398  
  

 

 

 

Total equity capital

     166,558  
  

 

 

 

Total liabilities, and equity capital

   $ 1,747,354  
  

 

 

 

I, John R. Shrewsberry, Sr. EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared

in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge

and belief.

John R. Shrewsberry
Sr. EVP & CFO

We, the undersigned directors, attest to the correctness of this Report of Condition 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.

 

Directors
Enrique Hernandez, Jr
Federico F. Pena
James Quigley