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) |
REGIONS BANK
(Exact name of trustee as specified in its charter)
| Alabama | 63-0371391 | |
(Jurisdiction of incorporation or organization if not a U.S. national bank) | (I.R.S. Employer Identification No.) | |
1900 Fifth Avenue North Birmingham, Alabama | 35203 | |
| (Address of principal executive offices) | (Zip code) | |
Doug Milner
Senior Vice President
Regions Bank
Corporate Trust
3773 Richmond Avenue, Suite 1100
Houston, Texas 77046
Phone: (713) 244-8041
(Name, address and telephone number of agent for service)
Southwestern Energy Company
(and the subsidiaries identified below in the Table of Subsidiary Guarantor Registrants) (Exact name of obligor as specified in its charter)
| Delaware | 71-0205415 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
10000 Energy Drive
Spring, Texas 77389
(832) 796-1000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Senior Debt Securities
TABLE OF SUBSIDIARY GUARANTOR REGISTRANTS (1)
| Exact name of registrant as specified in its charter | State or other jurisdiction of incorporation or organization | I.R.S. Employer Identification Number | ||
| Angelina Gathering Company, LLC | Texas | 71-0205415 | ||
| A.W. Realty Company, LLC | Texas | 71-0205415 | ||
| SWN Drilling Company, LLC | Texas | 71-0205415 | ||
| SWN E & P Services, LLC | Texas | 71-0205415 | ||
| SWN Energy Services Company, LLC | Texas | 71-0205415 | ||
| SWN International, LLC | Delaware | 71-0205415 | ||
| SWN Midstream Services Company, LLC | Texas | 71-0205415 | ||
| SWN Producer Services, LLC | Texas | 71-0205415 | ||
| SWN Production Company, LLC | Texas | 71-0205415 | ||
| SWN Production (Louisiana), LLC | Texas | 71-0205415 | ||
| SWN Production (Ohio), LLC | Texas | 71-0205415 | ||
| SWN Water Resources Company, LLC | Texas | 71-0205415 | ||
| SWN Well Services, LLC | Texas | 71-0205415 | ||
The address, including zip code, and telephone number, including area code, of each of the Subsidiary Guarantor Registrant’s principal executive offices is 10000 Energy Drive, Spring, Texas 77389, telephone (832) 796-1000. The name, address, and telephone number of the agent for service for each Subsidiary Guarantor Registrant is Christopher W. Lacy, Southwestern Energy Company, 10000 Energy Drive, Spring, Texas 77389, telephone (832) 796-1000.
| 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. |
Federal Reserve Bank of Atlanta, 1000 Peachtree Street NE, Atlanta, Georgia 30309 Alabama State Banking Department, 401 Adams Ave., Montgomery, Alabama 36104
| (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. | Articles of Amendment to Articles of Incorporation, including Restated Articles of Incorporation of the Trustee (incorporated by reference to Exhibit 1 to the Trustee’s Form T-1 filed as Exhibit 25.1 to the Registration Statement on Form S-3 (File No. 333-223626) filed with the Securities and Exchange Commission). |
| Exhibit 2. | Not applicable |
| Exhibit 3. | Authorization of the Trustee to exercise corporate trust powers (incorporated by reference to Exhibit 3 to the Trustee’s Form T-1 filed as Exhibit 25.1 to the Registration Statement on Form S-3 (File No. 333-202769) filed with the Securities and Exchange Commission). |
| Exhibit 4. | A copy of the bylaws of the trustee as now in effect (incorporated by reference to Exhibit 4 to the Trustee’s Form T-1 filed as Exhibit 25.1 to the Registration Statement on Form S-4 (File No. 333-227903) filed with the Securities and Exchange Commission). |
| 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. |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Regions Bank, a state-chartered bank organized under the laws of the state of Alabama, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the Houston, Texas on the 8th day of December 2021.
| REGIONS BANK |
/s/ Doug Milner |
| Doug Milner |
| Senior Vice President |
EXHIBIT 6
December 8, 2021
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen
In accordance with Section 321(b) of the Trust Indenture Act of 1939, Regions Bank hereby consents that reports of examination of Regions Bank by Federal, State, Territorial or District regulatory authorities may be furnished by such regulatory authorities to the Securities and Exchange Commission upon request therefor.
Dated: December 8, 2021 | ||||||
Very truly yours, | ||||||
REGIONS BANK | ||||||
/s/ Doug Milner | ||||||
Doug Milner | ||||||
Senior Vice President | ||||||
Exhibit 7
REGIONS BANK
Consolidated Report of Condition of
Regions Bank
As of the close of business on September 30, 2021
Regions Bank FFIEC 031 Legal Title of Bank Page 17 of 91 Birmingham RC-1 City AL 35203 State Zip Code FDIC Certificate Number: 12368 Consolidated Report of Condition for Insured Banks and Savings Associations for September 30, 2021 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 RCFD Amount Assets 1. Cash and balances due from depository institutions (from Schedule RC-A): a. Noninterest-bearing balances and currency and coin (1) 0081 1,897,000 1.a b. Interest-bearing balances (2) 0071 25,720,000 1.b 2. Securities: a. Held-to-maturity securities (from Schedule RC-B, column A)(3) JJ34 945,000 2.a b. Available-for-sale debt securities (from Schedule RC-B, column D) 1773 28,964,000 2.b c. Equity securities with readily determinable fair values not held for trading (4) JA22 355,000 2.c 3. Federal funds sold and securities purchased under agreements to resell: RCON a. Federal funds sold in domestic offices B987 0 3.a RCFD b. Securities purchased under agreements to resell (5,6) B989 0 3.b 4. Loans and lease financing receivables (from Schedule RC-C): a. Loans and leases held for sale 5369 925,000 4.a b. Loans and leases held for investment B528 83,270,000 4.b c. LESS: Allowance for loan and lease losses(7) 3123 1,428,000 4.c d. Loans and leases held for investment, net of allowance (item 4.b minus 4.c) B529 81,842,000 4.d 5. Trading assets (from Schedule RC-D) 3545 9,000 5 6. Premises and fixed assets (including capitalized leases) 2145 2,285,000 6 7. Other real estate owned (from Schedule RC-M) 2150 17,000 7 8. Investments in unconsolidated subsidiaries and associated companies 2130 119,000 8 9. Direct and indirect investments in real estate ventures 3656 0 9 10. Intangible assets (from Schedule RC-M) 2143 5,219,000 10 11. Other assets (from Schedule RC-F)(6) 2160 7,046,000 11 12. Total assets (sum of items 1 through 11) 2170 155,343,000 12 (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 ASU 2016-13 should report in item 2.a amounts net of any applicable allowance for credit losses, and item 2.a should equal Schedule RC-B, item 8, column A, less Schedule RI-B, Part II, item 7, column B. (4) Item 2.c is to be completed by all institutions. See the instructions for this item and the Glossary entry for “Securities Activities” for further detail on accounting for investments in equity securities. (5) Includes all securities resale agreements, regardless of maturity. (6) Institutions that have adopted ASU 2016-13 should report in items 3.b and 11 amounts net of any applicable allowance for credit losses. (7) Institutions that have adopted ASU 2016-13 should report in item 4.c the allowance for credit losses on loans and leases.
Regions Bank FFIEC 031 Legal Title of Bank Page 18 of 91 FDIC Certificate Number: 12368 RC-2 Schedule RC—Continued Dollar Amounts in Thousands RCON Amount Liabilities 13. Deposits: a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, Part I) 2200 133,779,000 13.a (1) Noninterest-bearing (1) 6631 58,860,000 13.a.1 (2) Interest-bearing 6636 74,919,000 13.a.2 b. In foreign offices, Edge and Agreement subsidiaries, and IBFs RCFN (from Schedule RC-E, Part II) 2200 0 13.b (1) Noninterest-bearing 6631 0 13.b.1 (2) Interest-bearing 6636 0 13.b.2 14. Federal funds purchased and securities sold under agreements to repurchase: RCON a. Federal funds purchased in domestic offices (2) B993 0 14.a RCFD b. Securities sold under agreements to repurchase (3) B995 0 14.b 15. Trading liabilities (from Schedule RC-D) 3548 0 15 16. Other borrowed money (includes mortgage indebtedness)(from Schedule RC-M) _3190 33,000 16 17. and 18. Not applicable RCFD 19. Subordinated notes and debentures (4) 3200 496,000 19 20. Other liabilities (from Schedule RC-G) 2930 2,933,000 20 21. Total liabilities (sum of items 13 through 20) 2948 137,241,000 21 22. Not applicable Equity Capital Bank Equity Capital 23. Perpetual preferred stock and related surplus 3838 0 23 24. Common stock 3230 0 24 25. Surplus (exclude all surplus related to preferred stock) 3839 16,399,000 25 26. a. Retained earnings 3632 1,153,000 26.a b. Accumulated other comprehensive income (5) B530 532,000 26.b c. Other equity capital components (6)_ A130 0 26.c 27. a. Total bank equity capital (sum of items 23 through 26.c) 3210 18,084,000 27.a b. Noncontrolling (minority) interests in consolidated subsidiaries 3000 18,000 27.b 28. Total equity capital (sum of items 27.a and 27.b) G105 18,102,000 28 29. Total liabilities and equity capital (sum of items 21 and 28) 3300 155,343,000 29 (1) Includes noninterest-bearing demand, time, and savings deposits. (2) Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.” (3) Includes all securities repurchase agreements, regardless of maturity. (4) Includes limited-life preferred stock and related surplus. (5) Includes, but is not limited to, net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and accumulated defined benefit pension and other postretirement plan adjustments. (6) Includes treasury stock and unearned Employee Stock Ownership Plan shares.
Regions Bank FFIEC 031 Legal Title of Bank Page 19 of 91 FDIC Certificate Number: 12368 RC-3 Schedule RC—Continued Memoranda To be reported with the March Report of Condition. 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 RCFD Number auditors as of any date during 2020 6724 N/A M.1 1a = An integrated audit of the reporting institution’s financial 2b = An audit of the reporting institution’s parent holding company’s statements and its internal control over financial reporting consolidated financial statements only conducted in accordance conducted in accordance with the standards of the American with the auditing standards of the AICPA or the PCAOB by an Institute of Certified Public Accountants (AICPA) or Public independent public accountant that submits a report on the Company Accounting Oversight Board (PCAOB) by an consolidated holding company (but not on the institution independent public accountant that submits a report on separately) the institution 3 = This number is not to be used. 1b = An audit of the reporting institution’s financial statements only 4 = Directors’ examination of the bank conducted in accordance with conducted in accordance with the auditing standards of the generally accepted auditing standards by a certified public AICPA or the PCAOB by an independent public accountant that accounting firm (may be required by state chartering authority) submits a report on the institution. 5 = Directors’ examination of the bank performed by other external 2a = An integrated audit of the reporting institution’s parent holding auditors (may be required by state chartering authority) company’s consolidated financial statements and its internal 6 = Review of the bank’s financial statements by external auditors control over financial reporting conducted in accordance with the 7 = Compilation of the bank’s financial statements by external standards of the AICPA or the PCAOB by an independent public auditors accountant that submits a report on the consolidated holding 8 = Other audit procedures (excluding tax preparation work) company (but not on the institution separately). 9 = No external audit work To be reported with the March Report of Condition. RCON MMDD 2. Bank’s fiscal year-end date(report the date in MMDD format) 8678 N/A M.2