_____________________________________________________________________________
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) |
Wally Jones
U.S. Bank National Association
333 Commerce Street, Suite 800
Nashville, TN 37201
(615) 251-0733
(Name, address and telephone number of agent for service)
DELEK LOGISTICS PARTNERS, LP*
DELEK LOGISTICS FINANCE CORP.
(Issuer with respect to the Securities)
|
| |
Delaware Delaware | 45-5389027 35-2594360 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| | |
|
| |
7102 Commerce Way Brentwood, Tennessee |
37027 |
| (Address of Principal Executive Offices) | (Zip Code) |
6.75% Senior Notes due 2025
(Title of the Indenture Securities)
*Includes certain subsidiaries of Delek Logistics Partners, LP identified below.
|
| | | | | | |
| Exact Name of Registrant as Specified in its Charter (or Other Organizational Document) | | State or Other Jurisdiction of Incorporation or Organization | | I.R.S. Employer Identification Number | | Address, Including
Zip Code, and Telephone Number, Including Area Code, of Principal Executive Offices |
| Delek Marketing & Supply, LP | | Delaware | | 20-5147019 | | 7102 Commerce Way Brentwood, Tennessee 37027
(615) 771-6701 |
| Delek Logistics Operating, LLC | | Delaware | | 46-1302489 | | 7102 Commerce Way Brentwood, Tennessee 37027
(615) 771-6701 |
| Delek Marketing GP, LLC | | Delaware | | 20-5146436 | | 7102 Commerce Way Brentwood, Tennessee 37027
(615) 771-6701 |
| Delek Crude Logistics, LLC | | Texas | | 26-4506781 | | 7102 Commerce Way Brentwood, Tennessee 37027
(615) 771-6701 |
| Delek Marketing-Big Sandy, LLC | | Texas | | 30-0735096 | | 7102 Commerce Way Brentwood, Tennessee 37027
(615) 771-6701 |
| Paline Pipeline Company, LLC | | Texas | | 45-2294151 | | 7102 Commerce Way Brentwood, Tennessee 37027
(615) 771-6701 |
| Magnolia Pipeline Company, LLC | | Delaware | | 64-0891244 | | 7102 Commerce Way Brentwood, Tennessee 37027
(615) 771-6701 |
| SALA Gathering Systems, LLC | | Texas | | 46-1340773 | | 7102 Commerce Way Brentwood, Tennessee 37027
(615) 771-6701 |
| El Dorado Pipeline Company, LLC | | Delaware | | 36-4755693 | | 7102 Commerce Way Brentwood, Tennessee 37027
(615) 771-6701 |
| DKL Transportation, LLC | | Delaware | | 36-4795993 | | 7102 Commerce Way Brentwood, Tennessee 37027
(615) 771-6701 |
| DKL Caddo, LLC | | Delaware | | 36-4809078 | | 7102 Commerce Way Brentwood, Tennessee 37027
(615) 771-6701 |
| DKL RIO, LLC | | Delaware | | 61-1764026 | | 7102 Commerce Way Brentwood, Tennessee 37027
(615) 771-6701 |
| DKL Big Spring, LLC | | Delaware | | 32-0558651 | | 7102 Commerce Way Brentwood, Tennessee 37027
(615) 771-6701 |
FORM T-1
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, attached as Exhibit 2.
3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.
4. A copy of the existing bylaws of the Trustee.**
5. A copy of each Indenture referred to in Item 4. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.
7. Report of Condition of the Trustee as of December 31, 2017 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.
* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.
** Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR, Registration Number 333-199863 filed on November 5, 2014.
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 Nashville, State of Tennessee on the 6th of April, 2018.
By: /s/ Wally Jones
Wally Jones
Vice President
Exhibit 2
Exhibit 3
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: April 6, 2018
By: /s/ Wally Jones
Wally Jones
Vice President
Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 12/31/2017
($000’s)
12/31/2017
Assets
Cash and Balances Due From $ 19,469,911
Depository Institutions
Securities 111,520,538
Federal Funds 69,009
Loans & Lease Financing Receivables 279,502,730
Fixed Assets 4,583,971
Intangible Assets 12,895,144
Other Assets 27,984,526
Total Assets $456,025,829
Liabilities
Deposits $357,200,076
Fed Funds 926,018
Treasury Demand Notes 0
Trading Liabilities 1,102,222
Other Borrowed Money 31,004,180
Acceptances 0
Subordinated Notes and Debentures 3,300,000
Other Liabilities 14,979,001
Total Liabilities $408,511,497
Equity
Common and Preferred Stock 18,200
Surplus 14,266,915
Undivided Profits 32,432,873
Minority Interest in Subsidiaries 796,344
Total Equity Capital $47,514,332
Total Liabilities and Equity Capital $456,025,829
