EX-25.1 41 a2232442zex-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)    o



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

(Address of principal executive offices)

 

55402
(Zip Code)

Israel Lugo
U.S. Bank National Association
13737 Noel Road, Suite 800
Dallas, Texas 75240
(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
(State or other jurisdiction of
incorporation or organization)
  27-3427920
80-0956287

(I.R.S. Employer
Identification No.)

6120 South Yale Avenue
Suite 805
Tulsa, Oklahoma

(Address of Principal
Executive Offices)

 

74136
(Zip Code)

7.5% Senior Secured Notes Due 2023
(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, 2017 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.

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 23rd of June, 2017.

    By:   /s/ ISRAEL A. LUGO

Israel A. Lugo
Vice President

3



Exhibit 2

GRAPHIC


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.




 



 



IN TESTIMONY WHEREOF, today,
October 28, 2016, 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

 

GRAPHIC


Comptroller of the Currency

4



Exhibit 3

GRAPHIC


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.




 



 



IN TESTIMONY WHEREOF, today,
October 28, 2016, 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

 

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: June 23, 2017        

 

 

By:

 

/s/ ISRAEL A. LUGO

Israel A. Lugo
Vice President

6



Exhibit 7

U.S. Bank National Association
Statement of Financial Condition
As of 3/31/2017
($000's)

 
  3/31/2017  

Assets

       

Cash and Balances Due From

  $ 20,286,216  

Depository Institutions

       

Securities

    109,425,081  

Federal Funds

    6,277  

Loans & Lease Financing Receivables

    271,757,654  

Fixed Assets

    4,607,606  

Intangible Assets

    12,967,640  

Other Assets

    23,934,632  

Total Assets

  $ 442,985,106  

Liabilities

   
 
 

Deposits

  $ 346,548,026  

Fed Funds

    1,082,176  

Treasury Demand Notes

    0  

Trading Liabilities

    1,077,223  

Other Borrowed Money

    30,907,144  

Acceptances

    0  

Subordinated Notes and Debentures

    3,800,000  

Other Liabilities

    12,674,854  

Total Liabilities

  $ 396,089,423  

Equity

   
 
 

Common and Preferred Stock

    18,200  

Surplus

    14,266,915  

Undivided Profits

    31,804,360  

Minority Interest in Subsidiaries

    806,208  

Total Equity Capital

  $ 46,895,683  

Total Liabilities and Equity Capital

 
$

442,985,106
 

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 3/31/2017 ($000's)