EX-25.1 6 tti-ex251_10.htm EX-25.1 tti-ex251_10.htm

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)

 

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)

_____________________________

 

TETRA Technologies, Inc.

(Exact name of obligor as specified in its charter)

 

 

DELAWARE

74-2148293

(State or other jurisdiction of

incorporation or organization)

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

 

 

24955 Interstate 45 North

77380

The Woodlands, Texas

(Zip code)

(Address of principal executive offices)

 

 

_____________________________

Senior 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 and Fiduciary Powers for Wells Fargo Bank, National Association, dated June 27, 2012.**

 

 

Exhibit 3.

A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated December 21, 2011. **  

 

 

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 25 to the Form S-4 dated December 30, 2005 of file number 333-130784-06.
**Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-3 dated January 23, 2013 of file number 333-186155.
*** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of file number 333-125274.


 

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 10th day of April 2019.

 

 

 

WELLS FARGO BANK, NATIONAL ASSOCIATION

 

By:

/s/ John C. Stohlmann

Name:

John C. Stohlmann

Title:

Vice President



 

EXHIBIT 6

 

 

 

 

April 10, 2019

 

 

 

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

 

By:

/s/ John C. Stohlmann

Name:

John C. Stohlmann

Title:

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 March 31, 2018, 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

 

$ 17,369

Interest-bearing balances

 

184,177

Securities:

 

141,338

Held-to-maturity securities

 

 

Available-for-sale securities

 

255,739

Equity Securities with readily determinable fair value not held for trading

 

91

  

 

 

Federal funds sold and securities purchased under agreements to resell:

 

 

Federal funds sold in domestic offices

 

62

Securities purchased under agreements to resell

 

33,549

Loans and lease financing receivables:

 

 

Loans and leases held for sale

 

8,236

Loans and leases, net of unearned income

921,233

 

LESS: Allowance for loan and lease losses

9,937

 

Loans and leases, net of unearned income and allowance

 

911,296

Trading Assets

 

47,470

Premises and fixed assets (including capitalized leases)

 

8,067

Other real estate owned

 

564

Investments in unconsolidated subsidiaries and associated companies

 

12,080

Direct and indirect investments in real estate ventures

 

95

Intangible assets

 

 

Goodwill

 

22,467

Other intangible assets

 

17,972

Other assets

 

55,960

 

 

 

Total assets

 

$1,716,532

 

 

 

LIABILITIES

 

 

Deposits:

 

 

In domestic offices

 

$1,300,220

Noninterest-bearing

419,558

 

Interest-bearing

880,662

 

In foreign offices, Edge and Agreement subsidiaries, and IBFs

 

57,496

Noninterest-bearing

740

 

Interest-bearing

56,756

 

Federal funds purchased and securities sold under agreements to repurchase:

 

 

Federal funds purchased in domestic offices

 

8,394

Securities sold under agreements to repurchase

 

6,610

Trading liabilities

 

10,762

Other borrowed money

 

 

(includes mortgage indebtedness and obligations under capitalized leases)

 

125,409

Subordinated notes and debentures

 

11,864

Other liabilities

 

31,546

 

 

 

Total liabilities

 

$1,552,301

 

 

 

 

 

 


 

 

 

Dollar Amounts

In Millions

 

 

 

EQUITY CAPITAL

 

 

Perpetual preferred stock and related surplus

 

0

Common stock

 

519

Surplus (exclude all surplus related to preferred stock)

 

112,560

Retained earnings

 

53,885

Accumulated other comprehensive income

 

-3,088

Other equity capital components

 

0

 

 

 

Total bank equity capital

 

163,876

Noncontrolling (minority) interests in consolidated subsidiaries

 

355

 

 

 

Total equity capital

 

164,231

 

 

 

Total liabilities, and equity capital

 

$1,716,532

 

 

 

 

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.

 

 

By:

/s/ John R. Shrewsberry

Name:

John R. Shrewsberry

Title:

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:

 

/s/ Enrique Hernandez, Jr.

Name:

Enrique Hernandez, Jr

 

 

/s/ Federico F. Pena

Name:

Federico F. Pena

 

 

/s/ James Quigley

Name:

James Quigley