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) ☐
U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
31-0841368
I.R.S. Employer Identification No.
800 Nicollet Mall Minneapolis, Minnesota | 55402 | |
| (Address of principal executive offices) | (Zip Code) |
Paula Oswald
U.S. Bank National Association
633 W. 5th Street, 24th Floor
Los Angeles, CA 90071
(213) 615-6043
(Name, address and telephone number of agent for service)
WildHorse Resource Development Corporation
(and certain subsidiaries of WildHorse Resource Development Corporation identified in footnote (*) below)
(Exact name of obligor as specified in its charter)
| Delaware | 81-3470246 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 9805 Katy Freeway, Suite 400, Houston, TX | 77024 | |
| (Address of Principal Executive Offices) | (Zip Code) |
6.875% Senior Notes due 2025
(Title of the Indenture Securities)
TABLE OF ADDITIONAL REGISTRANT GUARANTORS
| * | The following are co-registrants that guarantee the debt securities: |
Exact Name of Registrant Guarantor(1) | State or Other | IRS Employer | ||
Burleson Water Resources, LLC | Texas | 81-3470246 | ||
Esquisto Resources II, LLC | Texas | 81-3470246 | ||
Oakfield Energy, LLC | Delaware | 81-3470246 | ||
Petromax E&P Burleson, LLC | Texas | 81-3470246 | ||
WHE AcqCo., LLC | Delaware | 81-3470246 | ||
WildHorse Resources Management Company, LLC | Delaware | 81-3470246 | ||
WildHorse Resources II, LLC | Delaware | 81-3470246 | ||
WHR Eagle Ford LLC | Delaware | 81-3470246 |
| (1) | The address for each Registrant Guarantor is 9805 Katy Freeway, Suite 400, Houston, Texas 77024 and the telephone number for each Registrant Guarantor is (713) 568-4910. The Primary Industrial Classification Code for each Registrant Guarantor is 1311. |
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| 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
Washington, D.C.
| b) | Whether it is authorized to exercise corporate trust powers. |
Yes
| Item 2. | AFFILIATIONS WITH OBLIGOR.If the obligor is an affiliate of the Trustee, describe each such affiliation. |
None
| Items 3-15. | Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee. |
| Item 16. | LIST OF EXHIBITS:List below all exhibits filed as a part of this statement of eligibility and qualification. |
| 1. | A copy of the Articles of Association of the Trustee.* |
| 2. | A copy of the certificate of authority of the Trustee to commence business. |
| 3. | A copy of the certificate of authority of the Trustee to exercise corporate trust powers. |
| 4. | A copy of the existing bylaws of the Trustee.** |
| 5. | A copy of each Indenture referred to in Item 4.*** |
| 6. | The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939. |
| 7. | Report of Condition of the Trustee as of March 31, 2017 published pursuant to law or the requirements of its supervising or examining authority. |
| * | Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to Registration Statement on Form S-4, Registration Number 333-128217 filed on November 15, 2005 of Revlon Consumer Products Corporation. |
| ** | Incorporated by reference to Exhibit 25.1 to Registration Statement on Form S-3, Registration Number 333-199863 filed on November 5, 2014 of Omnicare, Inc. |
| *** | Not applicable. |
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. 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 and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Los Angeles, California on the 29th day of September, 2017.
| By: | /s/ Paula Oswald | |
| Vice President | ||
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Exhibit 2
 | Office of the Comptroller of the Currency | |
| Washington, DC 20219 |
CERTIFICATE OF CORPORATE EXISTENCE
I, Keith A. Noreika, Acting Comptroller of the Currency, do hereby certify that:
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.
2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this certificate.
| IN TESTIMONY WHEREOF, today, June 7, 2017, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia. | ||||||
| /s/ Keith A. Noreika | |||||
| Acting Comptroller of the Currency | ||||||
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Exhibit 3
| Office of the Comptroller of the Currency | |
| Washington, DC 20219 |
CERTIFICATE OF FIDUCIARY POWERS
I, Keith A. Noreika, Acting Comptroller of the Currency, do hereby certify that:
1. The Office of the Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.
2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat. 668, 12 USC 92a, and that the authority so granted remains in full force and effect on the date of this certificate.
| IN TESTIMONY WHEREOF, today, June 7, 2017, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia. | ||||||
| /s/ Keith A. Noreika | |||||
| Acting Comptroller of the Currency | ||||||
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Exhibit 6
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
Dated: September 29, 2017
| By: | /s/ Paula Oswald | |
| Paula Oswald | ||
| Vice President | ||
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Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 6/30/2017
($000’s)
| 6/30/2017 | ||||
Assets | ||||
Cash and Balances Due From Depository Institutions | $ | 28,930,463 | ||
Securities | 110,114,701 | |||
Federal Funds | 51,218 | |||
Loans & Lease Financing Receivables | 276,413,785 | |||
Fixed Assets | 4,477,993 | |||
Intangible Assets | 12,859,050 | |||
Other Assets | 24,062,996 | |||
|
| |||
Total Assets | $ | 456,910,206 | ||
Liabilities | ||||
Deposits | $ | 357,756,287 | ||
Fed Funds | 998,184 | |||
Treasury Demand Notes | 0 | |||
Trading Liabilities | 878,885 | |||
Other Borrowed Money | 33,876,373 | |||
Acceptances | 0 | |||
Subordinated Notes and Debentures | 3,800,000 | |||
Other Liabilities | 12,866,522 | |||
Total Liabilities | $ | 410,176,251 | ||
Equity | ||||
Common and Preferred Stock | 18,200 | |||
Surplus | 14,266,915 | |||
Undivided Profits | 31,649,555 | |||
Minority Interest in Subsidiaries | 799,285 | |||
|
| |||
Total Equity Capital | $ | 46,733,955 | ||
Total Liabilities and Equity Capital | $ | 456,910,206 | ||
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