EX-25.2 38 a2216270zex-25_2.htm EX-25.2

Exhibit 25.2

 

 

 

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) o

 


 

UNION BANK, N.A.

(Exact name of trustee as specified in its charter)

 

 

 

94-0304228

(Jurisdiction of incorporation or organization if not

a U.S. national bank)

 

(I.R.S. Employer

Identification no.)

 

400 California Street

San Francisco, California

 

94104

(Address of principal executive offices)

 

(Zip Code)

 

General Counsel

Union Bank, N.A.

400 California Street

Corporate Trust - 12th Floor

San Francisco, California  94104

(415) 765-2945

(Name, address and telephone number of agent for

service)

 

WALTER ENERGY, INC.

(Exact name of obligor as specified in its charter)

 

Delaware

 

13-3429953

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification no.)

 

3000 Riverchase Galleria, Suite 1700

 Birmingham, AL

 

35244

(Address of Principal Executive Offices)

 

(Zip Code)

 

Walter Energy, Inc. 8.500% SENIOR NOTES

DUE 2021

(Title of 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.

 

Office of the Comptroller of the Currency

Washington, D.C. 20219

 

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

 

Yes.

 

Item 2.     Affiliations with the 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.

 

1.              A copy of the Articles of Association of the Trustee as now in effect.*

 

2.              A copy of the certificate of authority of the Trustee to commence business, if not contained in the Articles of Association.*

 

3.              A copy of the authorization of the Trustee to exercise corporate trust powers, if such authorization is not contained in documents specified in paragraph (1) or (2) above.*

 

4.              A copy of the existing bylaws of the Trustee, or instruments corresponding thereto.*

 

5.              A copy of each Indenture referred to in Item 4, if the obligor is in default.  Not applicable.

 

6.              The consents of United States institutional trustees required by Section 321(b) of the Trust Indenture Act of 1939.  Attached as Exhibit 6.

 

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.  Attached as Exhibit 7.

 

8.              A copy of any order pursuant to which the foreign trustee is authorized to act as sole trustee under indentures qualified or to be qualified under the Trust Indenture Act of 1939.  Not applicable.

 

9.              Foreign trustees are required to file a consent to service of process of Form F-X [§269.5 of this chapter].  Not applicable.

 


* Exhibits 1 through 4 are incorporated by reference to Form T-1 as presented in Exhibit 25.1 to Registration Statement on Form S-3, Registration No. 333-165578 filed with the Securities and Exchange Commission on March 19, 2010.

 



 

SIGNATURE

 

Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Union Bank, N.A., 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 New York, and State of New York, on the 22nd day of August, 2013.

 

 

Union Bank, N.A.

 

 

 

 

 

 

 

By:

/s/ Enrico Reyes

 

Name:

Enrico Reyes

 

Title:

Vice President

 



 

EXHIBIT 6

 

CONSENT OF THE TRUSTEE

REQUIRED BY SECTION 321(b) OF THE ACT

 

August 22, 2013

 

Securities and Exchange Commission

Washington, D.C.  20549

 

Ladies and Gentlemen:

 

In connection with the qualification of an indenture for senior indebtedness between Walter Energy, Inc. (the “Company”) and Union Bank, National Association (the “Trustee”), the undersigned, in accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, hereby consents that reports of examinations of the undersigned by federal, state, territorial, or district authorities authorized to make such examinations may be furnished by such authorities to the Securities and Exchange Commission upon request therefore.

 

Sincerely,

 

 

Union Bank, National Association

 

 

 

By:

 

 

 

/s/ Enrico Reyes

 

 

Enrico Reyes

 

 

Corporate Trust Vice President

 

 



 

EXHIBIT 7

 

Consolidated Report of Condition of

 

Union Bank, National Association

 

of San Francisco in the State of California, at the close of business June 30, 2013, published in response to call made by the Comptroller of the Currency, under Title 12, United States Code, Section 161. Charter 21541

 

BALANCE SHEET

 

 

 

Dollar Amounts

 

 

 

In Thousands

 

ASSETS

 

 

 

 

 

 

 

Cash and balances due from depository institutions:

 

 

 

Non-interest-bearing balances and currency and coin

 

$

1,403,162

 

Interest-bearing balances

 

1,900,262

 

Securities:

 

 

 

Held-to-maturity securities

 

905,255

 

Available-for-sale securities

 

23,422,955

 

Federal funds sold and securities purchased under agreements to resell:

 

 

 

Federal funds sold in domestic offices`

 

35,000

 

Securities purchased under agreements to resell

 

15,298

 

Loans and lease financing receivables:

 

 

 

Loans and leases held for sale

 

79,973

 

Loans and leases, net of unearned income

 

65,170,144

 

LESS: Allowance for loan and lease losses

 

606,534

 

Loans and leases, net of unearned income and allowance

 

64,563,610

 

Trading assets

 

844,076

 

Premises and fixed assets

 

699,422

 

Other real estate owned

 

68,504

 

Investments in unconsolidated subsidiaries and associated companies

 

1,020,819

 

Direct and indirect investments in real estate ventures

 

-0-

 

Intangible assets:

 

 

 

Goodwill

 

3,185,929

 

Other intangible assets

 

322,549

 

Other assets

 

3,219,930

 

Total Assets

 

101,686,744

 

 

1



 

LIABILITIES

 

 

 

 

 

 

 

Deposits:

 

 

 

In domestic offices

 

77,580,793

 

Noninterest-bearing

 

25,676,379

 

Interest-bearing

 

51,904,414

 

In foreign offices, Edge and Agreement subsidiaries, and IBFs

 

657,664

 

Noninterest-bearing

 

-0-

 

Interest-bearing

 

657,664

 

Federal funds purchased and securities sold under agreements to repurchase:

 

 

 

Federal funds purchased in domestic offices

 

132,300

 

Securities sold under agreements to repurchase

 

4,301

 

Trading liabilities

 

565,884

 

Other borrowed money

 

7,373,736

 

Subordinated notes and debentures

 

1,473,766

 

 

 

 

 

Other liabilities

 

1,864,587

 

Total liabilities

 

89,649,031

 

 

 

 

 

EQUITY CAPITAL

 

 

 

 

 

 

 

Perpetual preferred stock and related surplus

 

-0-

 

Common stock

 

604,577

 

Surplus

 

8,098,383

 

Retained earnings

 

3,939,338

 

Accumulated other comprehensive income

 

-874,262

 

Other equity capital components

 

-0-

 

 

 

 

 

Total bank equity capital

 

11,768,036

 

Noncontrolling (minority) interests in consolidated subsidiaries

 

269,677

 

Total equity capital

 

12,037,713

 

 

 

 

 

Total liabilities and equity capital

 

101,686,744

 

 

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