Longwood Midstream S-4 Registration of securities issued in business combination transactions

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

☐ 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

MACN9305-175

Sixth Street and Marquette Avenue, 17^th Floor

Minneapolis, Minnesota 55479

(612)667-4608

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

Matador Resources Company*

(Exact name of obligor as specified in its charter)

TEXAS	27-4662601
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
5400 LBJ Freeway, Suite 1500 Dallas, Texas 75240	75240
(Address of principal executive offices)	(Zip code)

5.875% Senior Notes due 2026

(Title of the indenture securities)

Guarantors

Exact name of registrant as specified in its charter(1)	State or other jurisdiction of incorporation or organization	I.R.S Employer Identification No.
Delaware Water Management Company, LLC	Texas	35-2514885
Longwood Gathering and Disposal Systems, LP	Texas	20-5668690
Longwood Gathering and Disposal Systems GP, Inc.	Texas	20-5668672
Longwood Midstream Holdings, LLC	Texas	35-2585241
Longwood Midstream South Texas, LLC	Texas	37-1764590
Longwood Midstream Southeast, LLC	Texas	32-0448226
Longwood Midstream Delaware, LLC	Texas	61-1745124
Matador Production Company	Texas	75-3131373
MRC Delaware Resources, LLC	Texas	37-1776519
MRC Energy Company	Texas	36-4535752
MRC Energy Southeast Company, LLC	Texas	32-0447771
MRC Energy South Texas Company, LLC	Texas	30-0839694
MRC Permian Company	Texas	20-4090232
MRC Permian LKE Company, LLC	Texas	37-1795459
MRC Rockies Company	Texas	26-4001290
Southeast Water Management Company, LLC	Texas	38-3939361

(1) The address for each registrant’s principal executive office is 5400 LBJ Freeway, Suite 1500, Dallas, Texas 75240, and the telephone number of each registrant’s principal executive office is (972)371-5200.

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 Items3-14 of this FormT-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 ofBy-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 FormT-1 filed as exhibit 25 to the FormS-4 dated December 30, 2005 of file number333-130784-06.

** Incorporated by reference to the exhibit of the same number to the trustee’s FormT-1 filed as exhibit 25 to the FormS-3 dated January 23, 2013 of file number333-186155.

*** Incorporated by reference to the exhibit of the same number to the trustee’s FormT-1 filed as exhibit 25 to the FormS-4 dated May 26, 2005 of file number333-125274.

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 7th day of November 2018

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ John C. Stohlmann

John C. Stohlmann

Vice President

EXHIBIT 6

November 7, 2018

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

/s/ John C. Stohlmann

John C. Stohlmann

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, 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		$	19,803
Interest-bearing balances			143,123
Securities:
Held-to-maturity securities			144,098
Available-for-sale securities			250,007
Equity Securities with readily determinable fair value not held for trading			94
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices			79
Securities purchased under agreements to resell			34,203
Loans and lease financing receivables:
Loans and leases held for sale			13,308
Loans and leases, net of unearned income	918,993
LESS: Allowance for loan and lease losses	9,864
Loans and leases, net of unearned income and allowance			909,129
Trading Assets			44,974
Premises and fixed assets (including capitalized leases)			8,073
Other real estate owned			502
Investments in unconsolidated subsidiaries and associated companies			12,118
Direct and indirect investments in real estate ventures			163
Intangible assets			40,514
Other assets			54,889
Total assets		$	1,675,077
LIABILITIES
Deposits:
In domestic offices		$	1,269,998
Noninterest-bearing	415,406
Interest-bearing	854,592
In foreign offices, Edge and Agreement subsidiaries, and IBFs			52,292
Noninterest-bearing	897
Interest-bearing	51,395
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			8,421
Securities sold under agreements to repurchase			6,394

	Dollar Amounts In Millions
Trading liabilities		11,024
Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases)		116,305
Subordinated notes and debentures		11,749
Other liabilities		34,525
Total liabilities	$	1,510,708
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		519
Surplus (exclude all surplus related to preferred stock)		112,567
Retained earnings		54,424
Accumulated other comprehensive income		-3,482
Other equity capital components		0
Total bank equity capital		164,028
Noncontrolling (minority) interests in consolidated subsidiaries		341
Total equity capital		164,369
Total liabilities, and equity capital	$	1,675,077

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

Enrique Hernandez, Jr

Federico F. Pena

James Quigley