EX-25.1 10 a2220702zex-25_1.htm EX-25.1
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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)

Israel A Lugo
U.S. Bank National Association
13737 Noel Road, Suite 800
(972) 581-1623
(Name, address and telephone number of agent for service)

NGL ENERGY PARTNERS LP
NGL ENERGY FINANCE CORP.

(Issuer with respect to the Securities)

Delaware   27-3427920
Delaware   80-0956287
(State or other jurisdiction of incorporation or organization)    

6120 South Yale Avenue
Suite 805
Tulsa, Oklahoma

 

74136
(Address of Principal Executive Offices)   (Zip Code)

6.875% Senior Secured Notes Due 2022
5.125% Senior Secured Notes Due 2019
(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, 2014 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 S-4, Registration Number 333-166527 filed on May 5, 2010.

2



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 Dallas, State of Texas on the 10th of July, 2014.


 

 

By:

 

/s/ ISRAEL A. LUGO

Israel A. Lugo
Vice President

3



Exhibit 2


GRAPHIC
  Office of the Comptroller of the Currency    
   
 
        Washington, DC 20219


CERTIFICATE OF CORPORATE EXISTENCE

I, Thomas J. Curry, Comptroller of the Currency, do hereby certify that:

1.
The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

2.
"U.S. Bank National Association," Cincinnati, Ohio (Charter No. 24), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this certificate.


GRAPHIC
  IN TESTIMONY WHEREOF, today, May
1, 2014, I have hereunto subscribed my
name and caused my seal of office to be
affixed to these presents at the U.S.
Department of the Treasury, in the City of
Washington, District of Columbia.
GRAPHIC
Comptroller of the Currency

4



Exhibit 3


GRAPHIC
  Office of the Comptroller of the Currency    
   
 
        Washington, DC 20219


CERTIFICATION OF FIDUCIARY POWERS

I, Thomas J. Curry, Comptroller of the Currency, do hereby certify that:

1.
The Office of the Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

2.
"U.S. Bank National Association," Cincinnati, Ohio (Charter No. 24), was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat. 668, 12 USC 92a, and that the authority so granted remains in full force and effect on the date of this certificate.


GRAPHIC
  IN TESTIMONY WHEREOF, today, May
1, 2014, I have hereunto subscribed my
name and caused my seal of office to be
affixed to these presents at the U.S.
Department of the Treasury, in the City of
Washington, District of Columbia.
GRAPHIC
Comptroller of the Currency

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: July 10, 2014


 

 

By:

 

/s/ ISRAEL A. LUGO

Israel A. Lugo
Vice President

6



Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 3/31/2014

($000's)

 
  3/31/2014  

Assets

       

Cash and Balances Due From

  $ 7,390,563  

Depository Institutions

       

Securities

    84,977,518  

Federal Funds

    36,998  

Loans & Lease Financing Receivables

    234,549,731  

Fixed Assets

    4,726,552  

Intangible Assets

    13,234,790  

Other Assets

    22,187,278  
       

Total Assets

  $ 367,103,430  

Liabilities

   
 
 

Deposits

  $ 270,081,137  

Fed Funds

    3,856,384  

Treasury Demand Notes

    0  

Trading Liabilities

    422,782  

Other Borrowed Money

    35,507,326  

Acceptances

    0  

Subordinated Notes and Debentures

    4,623,000  

Other Liabilities

    11,663,853  
       

Total Liabilities

  $ 326,154,482  

Equity

   
 
 

Common and Preferred Stock

    18,200  

Surplus

    14,266,409  

Undivided Profits

    25,808,807  

Minority Interest in Subsidiaries

  $ 855,532  
       

Total Equity Capital

  $ 40,948,948  

Total Liabilities and Equity Capital

 
$

367,103,430
 

7




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FORM T-1
SIGNATURE
Exhibit 2
CERTIFICATE OF CORPORATE EXISTENCE
Exhibit 3
CERTIFICATION OF FIDUCIARY POWERS
Exhibit 6
CONSENT
Exhibit 7 U.S. Bank National Association Statement of Financial Condition As of 3/31/2014 ($000's)