Exhibit 25.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
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)
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BABCOCK & WILCOX ENTERPRISES, INC.
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BABCOCK & WILCOX ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 47-2783641 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
1200 East Market Street
Akron, Ohio 44305
Phone: (330) 753-4511
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
DEBT 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 for Wells Fargo Bank, National Association, dated January 14, 2015.* |
| Exhibit 3. | A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated January 6, 2014.* |
| 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 to the Filing 305B2 dated March 13, 2015 of file number 333-190926.
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 Boston and State of Massachusetts on the 31th day of January, 2020.
WELLS FARGO BANK, NATIONAL ASSOCIATION
Patrick T. Giordano
Vice President
EXHIBIT 6
January 31, 2020
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
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 September 30, 2019, 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 $ 21,819
Interest-bearing balances 126,048
Securities:
Held-to-maturity securities 153,090
Available-for-sale securities 256,989
Equity Securities with readily determinable fair value not held for trading 88
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices 59
Securities purchased under agreements to resell 53,437
Loans and lease financing receivables:
Loans and leases held for sale 19,103
Loans and leases, net of unearned income 919,591
LESS: Allowance for loan and lease losses 9,447
Loans and leases, net of unearned income and allowance 910,144
Trading Assets 56,501
Premises and fixed assets (including capitalized leases) 11,921
Other real estate owned 424
Investments in unconsolidated subsidiaries and associated companies 12,970
Direct and indirect investments in real estate ventures 109
Intangible assets 35,577
Other assets 50,269
___________
Total assets $1,708,548
LIABILITIES
Deposits:
In domestic offices $1,316,045
Noninterest-bearing 411,339
Interest-bearing 904,706
In foreign offices, Edge and Agreement subsidiaries, and IBFs 52,470
Noninterest-bearing 753
Interest-bearing 51,717
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices 4,078
Securities sold under agreements to repurchase 4,992
Dollar Amounts
In Millions
_______________
Trading liabilities 10,477
Other borrowed money
(Includes mortgage indebtedness and obligations under capitalized leases) 107,813
Subordinated notes and debentures 12,090
Other liabilities 32,695
_______
Total liabilities $1,540,660
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock 519
Surplus (exclude all surplus related to preferred stock) 114,628
Retained earnings 51,731
Accumulated other comprehensive income 689
Other equity capital components 0
________
Total bank equity capital 167,567
Noncontrolling (minority) interests in consolidated subsidiaries 321
Total equity capital 167,888
________
Total liabilities, and equity capital $1,708,548
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.
John R. Shrewsberry
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
James H. Quigley
Theodore F. Craver, Jr.
Juan A. Pujadas