Exhibit 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMT-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
UMB BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
44-0194180
(I.R.S. Employer
Identification No.)
| 928 Grand Blvd., Kansas City, Missouri | 64106 | |
| (Address of principal executive offices) | (Zip Code) |
MURPHY USA INC.
(Exact name of obligor as specified in its charter)
| Delaware | 46-2279221 | |||
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
200 Peach Street
El Dorado, Arkansas 71730-5836
(870)875-7600
(Address of Principal Executive Offices)
MURPHY USA INC.
Common Stock
Preferred Stock
Debt Securities
Guarantees of Debt Securities
Warrants
Purchase Contracts
Units
| Item 1. | General Information |
| (a) | Name and address of each examining or supervising authority to which the Trustee is subject is as follows: |
The Comptroller of the Currency
Mid-Western District
2345 Grand Avenue, Suite 700
Kansas City, Missouri 64108
Federal Reserve Bank of Kansas City
Federal Reserve P.O. Station
Kansas City, Missouri 64198
Supervising Examiner
Federal Deposit Insurance Corporation
720 Olive Street, Suite 2909
St. Louis, Missouri 63101
| (b) | The Trustee is authorized to exercise corporate trust powers. |
| Item 2. | Affiliations with obligor. The Obligor is not affiliated with the Trustee. |
| Item 3. | Voting securities of the Trustee. |
NOT APPLICABLE
| Item 4. | Trusteeships under other indentures. |
NOT APPLICABLE
| Item 5. | Interlocking directorates and similar relationships with the obligor or underwriters. |
NOT APPLICABLE
| Item 6. | Voting securities of the trustee owned by the obligor or its officials. |
NOT APPLICABLE
| Item 7. | Voting securities of the trustee owned by underwriters or their officials. |
NOT APPLICABLE
| Item 8. | Securities of the obligor owned or held by the trustee. |
NOT APPLICABLE
| Item 9. | Securities of the underwriters owned or held by the trustee. |
NOT APPLICABLE
| Item 10. | Ownership or holdings by the trustee of voting securities of certain affiliates or security holders of the obligor. |
NOT APPLICABLE
| Item 11. | Ownership or holdings by the trustee of any securities of a person owning 50 percent or more of the voting securities of the obligor. |
NOT APPLICABLE
| Item 12. | Indebtedness of the Obligor to the Trustee. |
NOT APPLICABLE
| Item 13. | Defaults of the Obligor. |
NONE
| Item 14. | Affiliations with the Underwriters. |
NOT APPLICABLE
| Item 15. | Foreign Trustee. |
NOT APPLICABLE
| Item 16. | List of Exhibits |
Listed below are all exhibits as a part of this Statement of eligibility and qualification.
| 1. | Articles of Association of the Trustee, as now in effect (Exhibit 1 to FormT-1 filed with Registration StatementNo. 333-74008). |
| 2. | Certificate of Authority from the Comptroller of the Currency evidencing a change of the corporate title of the Association. (Exhibit 2 to FormT-1 filed with Registration StatementNo. 333-74008). |
| 3. | Certificate from the Comptroller of the Currency evidencing authority to exercise corporate trust powers and a letter evidencing a change of the corporate title of the Association. (Exhibit 3 to FormT-1 filed with Registration StatementNo. 333-74008). |
| 4. | Bylaws, as amended of the Trustee (Exhibit 4 to FormT-1 filed with Registration StatementNo. 333-74008). |
| 5. | N/A |
| 6. | Consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Registration StatementNo. 333-74008). |
| 7. | Report of Condition of the Trustee as of 6/30/19. |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, UMB Bank, National Association, a national bank 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 Kansas City, and State of Missouri, on the 27th day of August 2019.
| UMB BANK, NATIONAL ASSOCIATION | ||
| BY: | /s/ Casey Gunning | |
| Casey Gunning, Senior Vice President | ||
Date: August 27, 2019
T-1 EXHIBIT 7
| UMB Bank N.A.—FDIC Certificate Number: 8273 | Submitted to CDR on 08/01/2019 at 02:05 PM |
| FFIEC 041 | ||||
Consolidated Report of Condition for Insured Banks and Savings Associations for June 30, 2019 | Page 17 of 85 RC-1 | |||
All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.
Schedule RC—Balance Sheet
| Dollar Amounts in Thousands | RCON | Amount | ||||||||||||||||||
Assets | ||||||||||||||||||||
1. Cash and balances due from depository institutions (from ScheduleRC-A): | ||||||||||||||||||||
a. Noninterest-bearing balances and currency and coin (1) | 0081 | 421,905 | 1.a. | |||||||||||||||||
b. Interest-bearing balances (2) | 0071 | 903,795 | 1.b. | |||||||||||||||||
2. Securities: | ||||||||||||||||||||
a.Held-to-maturity securities (from ScheduleRC-B, column A) (3) | JJ34 | 1,112,773 | 2.a. | |||||||||||||||||
b.Available-for-sale securities (from ScheduleRC-B, column D) | 1773 | 7,176,258 | 2.b. | |||||||||||||||||
c. Equity securities with readily determinable fair values not held for trading (4) | JA22 | 164 | 2.c. | |||||||||||||||||
3. Federal funds sold and securities purchased under agreements to resell: | ||||||||||||||||||||
a. Federal funds sold | B987 | 360 | 3.a. | |||||||||||||||||
b. Securities purchased under agreements to resell (5,6) | B989 | 283,243 | 3.b. | |||||||||||||||||
4. Loans and lease financing receivables (from ScheduleRC-C): | ||||||||||||||||||||
a. Loans and leases held for sale | 5369 | 2,771 | 4.a. | |||||||||||||||||
b. Loans and leases held for investment | B528 | 12,900,226 | 4.b. | |||||||||||||||||
c. LESS: Allowance for loan and lease losses (7) | 3123 | 102,092 | 4.c. | |||||||||||||||||
d. Loans and leases held for investment, net of allowance (item 4.b minus 4.c) | B529 | 12,798,134 | 4.d. | |||||||||||||||||
5. Trading assets (from ScheduleRC-D) | 3545 | 71,449 | 5. | |||||||||||||||||
6. Premises and fixed assets (including capitalized leases) | 2145 | 219,581 | 6. | |||||||||||||||||
7. Other real estate owned (from ScheduleRC-M) | 2150 | 3,248 | 7. | |||||||||||||||||
| 8. | Investments in unconsolidated subsidiaries and associated companies | 2130 | 0 | 8. | ||||||||||||||||
| 9. | Direct and indirect investments in real estate ventures | 3656 | 0 | 9. | ||||||||||||||||
10. Intangible assets (from ScheduleRC-M) | 2143 | 114,884 | 10. | |||||||||||||||||
11. Other assets (from ScheduleRC-F) (6) | 2160 | 687,646 | 11. | |||||||||||||||||
12. Total assets (sum of items 1 through 11) | 2170 | 23,796,211 | 12. | |||||||||||||||||
Liabilities | ||||||||||||||||||||
13. Deposits: | ||||||||||||||||||||
a. In domestic offices (sum of totals of columns A and C from ScheduleRC-E) | 2200 | 19,551,338 | 13.a. | |||||||||||||||||
(1) Noninterest-bearing (8) | 6631 | 6,731,596 | 13.a.1. | |||||||||||||||||
(2) Interest-bearing | 6636 | 12,819,742 | 13.a.2. | |||||||||||||||||
b. Not applicable | ||||||||||||||||||||
14. Federal funds purchased and securities sold under agreements to repurchase: | ||||||||||||||||||||
a. Federal funds purchased (9) | B993 | 49,343 | 14.a. | |||||||||||||||||
b. Securities sold under agreements to repurchase (10) | B995 | 1,660,073 | 14.b. | |||||||||||||||||
15. Trading liabilities (from ScheduleRC-D) | 3548 | 0 | 15. | |||||||||||||||||
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from ScheduleRC-M) | 3190 | 18,745 | 16. | |||||||||||||||||
17. and 18. Not applicable | ||||||||||||||||||||
19. Subordinated notes and debentures (11) | 3200 | 0 | 19. | |||||||||||||||||
| 1 | Includes cash items in process of collection and unposted debits. |
| 2 | Includes time certificates of deposit not held for trading. |
| 3 | Institutions that have adopted ASU2016-13 should report in item 2.a amounts net of any applicable allowance for credit losses, and item 2.a should equal ScheduleRC-B, item 8, column A, less ScheduleRI-B, Part II, item 7, column B. |
| 4 | Item 2.c is to be completed only by institutions that have adopted ASU2016-01, which includes provisions governing the accounting for investments in equity securities. See the instructions for further detail on ASU2016-01. |
| 5 | Includes all securities resale agreements, regardless of maturity. |
| 6 | Institutions that have adopted ASU2016-13 should report in items 3.b and 11 amounts net of any applicable allowance for credit losses. |
| 7 | Institutions that have adopted ASU2016-13 should report in item 4.c the allowance for credit losses on loans and leases. |
| 8 | Includes noninterest-bearing, demand, time, and savings deposits. |
| 9 | Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.” |
| 10 | Includes all securities repurchase agreements, regardless of maturity. |
| 11 | Includes limited-life preferred stock and related surplus. |
| Reporting Period: June 30, 2019 | August 27, 2019 2:07 PM |
| UMB Bank N.A.—FDIC Certificate Number: 8273 | Submitted to CDR on 08/01/2019 at 02:05 PM |
FFIEC 041 | ||
| Schedule RC—Continued | Page 18 of 85 | |
| RC-2 |
Dollar Amounts in Thousands | RCON | Amount | ||||||||||
Liabilities—continued | ||||||||||||
20. Other liabilities (from ScheduleRC-G) | 2930 | 326,466 | 20. | |||||||||
21. Total liabilities (sum of items 13 through 20) | 2948 | 21,605,965 | 21. | |||||||||
22. Not applicable | ||||||||||||
Equity Capital | ||||||||||||
Bank Equity Capital | ||||||||||||
23. Perpetual preferred stock and related surplus | 3838 | 0 | 23. | |||||||||
24. Common stock | 3230 | 21,250 | 24. | |||||||||
25. Surplus (excludes all surplus related to preferred stock) | 3839 | 750,818 | 25. | |||||||||
26. a. Retained earnings | 3632 | 1,351,924 | 26.a. | |||||||||
| b. Accumulated other comprehensive income (1) | B530 | 66,254 | 26.b. | ||||||||
c. Other equity capital components (2) | A130 | 0 | 26.c. | |||||||||
27. a. Total bank equity capital (sum of items 23 through 26.c) | 3210 | 2,190,246 | 27.a. | |||||||||
b. Noncontrolling (minority) interests in consolidated subsidiaries | 3000 | 0 | 27.b. | |||||||||
28. Total equity capital (sum of items 27.a and 27.b) | G105 | 2,190,246 | 28. | |||||||||
29. Total liabilities and equity capital (sum of items 21 and 28) | 3300 | 23,796,211 | 29. | |||||||||
Memoranda | ||||||||
To be reported with the March Report of Condition. | ||||||||
| RCON | Number | |||||||
1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2018 | 6724 | NR | M.1. | |||||
| 1a | = | An integrated audit of the reporting institution’s financial statements and its internal control over financial reporting conducted in accordance with the standards of the American Institute of Certified Public Accountants (AICPA) or the Public Company Accounting Oversight Board (PCAOB) by an independent public accountant that submits a report on the institution | ||
| 1b | = | An audit of the reporting institution’s financial statements only conducted in accordance with the auditing standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the institution | ||
| 2a | = | An integrated audit of the reporting institution’s parent holding company’s consolidated financial statements and its internal control over financial reporting conducted in accordance with the standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the consolidated holding company (but not on the institution separately) | ||
| 2b | = | An audit of the reporting institution’s parent holding company’s consolidated financial statements only conducted in accordance with the auditing standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the consolidated holding company (but not on the institution separately) |
| 3 | = | This number is not to be used | ||
| 4 | = | Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state-chartering authority) | ||
| 5 | = | Directors’ examination of the bank performed by other external auditors (may be required by state-chartering authority) | ||
| 6 | = | Review of the bank’s financial statements by external auditors | ||
| 7 | = | Compilation of the bank’s financial statements by external auditors | ||
| 8 | = | Other audit procedures (excluding tax preparation work) | ||
| 9 | = | No external audit work |
To be reported with the March Report of Condition. | RCON | Date | ||||||
2. Bank’s fiscalyear-end date (report the date in MMDD format) | 8678 | NR | M.2. |
| 1 | Includes, but is not limited to, net unrealized holding gains (losses) onavailable-for-sale securities, accumulated net gains (losses) on cash flow hedges, and accumulated defined benefit pension and other postretirement plan adjustments. |
| 2 | Includes treasury stock and unearned Employee Stock Ownership Plan shares. |
| Reporting Period: June 30, 2019 | August 27, 2019 2:07 PM |
