Energy XXI GOM S-4 Registration of securities issued in business combination transactions

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	(I.R.S. Employer
organization if not a U.S. national	Identification No.)
bank)
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, 17^th Floor

Minneapolis, Minnesota 55479

(612) 667-4608

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

ENERGY XXI GULF COAST, INC.*
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	1311 (Primary Standard Industrial Classification Code Number)	20-4278595 (IRS Employer Identification Number)
1021 Main, Suite 2626 Houston, Texas 77002 (713) 351-3000 (Address, including Zip Code, and Telephone Number, including area code, of Registrant’s Principal Executive Offices)		Antonio de Pinho 1021 Main Street, Suite 2626 Houston, Texas 77002 (713) 351-3000 (Name, address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

6.875% Senior Notes due 2024

	ADDITIONAL GUARANTOR REGISTRANTS
Bermuda	Energy XXI Ltd	98-0499286
(State or Other Jurisdiction of Incorporation or Organization)	(Exact Name of Registrant As Specified In Its Charter)	(I.R.S. Employer Identification Number)
Delaware	Energy XXI GOM, LLC	56-2140027
(State or Other Jurisdiction of Incorporation or Organization)	(Exact Name of Registrant As Specified In Its Charter)	(I.R.S. Employer Identification Number)
Delaware	Energy XXI Texas Onshore, LLC	20-0650294
(State or Other Jurisdiction of Incorporation or Organization)	(Exact Name of Registrant As Specified In Its Charter)	(I.R.S. Employer Identification Number)
Delaware	Energy XXI Onshore, LLC	20-0650308
(State or Other Jurisdiction of Incorporation or Organization)	(Exact Name of Registrant As Specified In Its Charter)	(I.R.S. Employer Identification Number)
Delaware	Energy XXI Pipeline, LLC	27-4165863
(State or Other Jurisdiction of Incorporation or Organization)	(Exact Name of Registrant As Specified In Its Charter)	(I.R.S. Employer Identification Number)
Delaware	Energy XXI Pipeline II, LLC	45-3938238
(State or Other Jurisdiction of Incorporation or Organization)	(Exact Name of Registrant As Specified In Its Charter)	(I.R.S. Employer Identification Number)
Delaware	Energy XXI Leasehold, LLC	45-3948121
(State or Other Jurisdiction of Incorporation or Organization)	(Exact Name of Registrant As Specified In Its Charter)	(I.R.S. Employer Identification Number)
Delaware	MS Onshore, LLC	37-1708573
(State or Other Jurisdiction of Incorporation or Organization)	(Exact Name of Registrant As Specified In Its Charter)	(I.R.S. Employer Identification Number)

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 February 4, 2004.**
Exhibit 3.	See Exhibit 2
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 Hornbeck Offshore Services LLC 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 T-3 dated March 3, 2004 of Trans-Lux Corporation file number 022-28721.

*** 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 Penn National Gaming Inc. 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 Dallas and State of Texas on the 25th of November, 2014.

WELLS FARGO BANK, NATIONAL ASSOCIATION

 

Patrick T. Giordano

Vice President

EXHIBIT 6

November 25, 2014

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 thereof.

Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION

 

Patrick T. Giordano

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 June 30, 2014, 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		$	20,183
Interest-bearing balances			210,191
Securities:
Held-to-maturity securities			30,108
Available-for-sale securities			212,699
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices			118
Securities purchased under agreements to resell			20,279
Loans and lease financing receivables:
Loans and leases held for sale			25,789
Loans and leases, net of unearned income			784,428
LESS: Allowance for loan and lease losses	11,341
Loans and leases, net of unearned income and allowance	773,087
Trading Assets			35,111
Premises and fixed assets (including capitalized leases)			7,503
Other real estate owned			4,003
Investments in unconsolidated subsidiaries and associated companies			760
Direct and indirect investments in real estate ventures			3
Intangible assets
Goodwill			21,627
Other intangible assets			20,078
Other assets			55,289
Total assets		$	1,436,828
LIABILITIES
Deposits:
In domestic offices		$	1,033,620
Noninterest-bearing	283,808
Interest-bearing	749,812
In foreign offices, Edge and Agreement subsidiaries, and IBFs			102,345
Noninterest-bearing	746
Interest-bearing	101,599
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			14,477
Securities sold under agreements to repurchase			15,687

	Dollar Amounts
	In Millions
Trading liabilities		14,382
Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases)		65,797
Subordinated notes and debentures		19,868
Other liabilities		29,113
Total liabilities	$	1,295,289
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		519
Surplus (exclude all surplus related to preferred stock)		103,060
Retained earnings		33,449
Accumulated other comprehensive income		4,364
Other equity capital components		0
Total bank equity capital		141,392
Noncontrolling (minority) interests in consolidated subsidiaries		147
Total equity capital		141,539
Total liabilities, and equity capital	$	1,436,828

I, John R. Shrewsberry, 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

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.

John Stumpf	Directors
Timothy Sloan
Avid Modjtabai