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
SUBSIDIARY GUARANTOR REGISTRANTS (1)
Exact Name of Additional Registrants | State or Other Jurisdiction of Incorporation or Organization | IRS Employer Identification Number | ||
A.W. Realty Company, LLC | Texas | 71-0422314 | ||
Angelina Gathering Company, L.L.C. | Texas | 26-4388727 | ||
SWN Drilling Company, LLC | Texas | 20-3708831 | ||
SWN E & P Services, LLC | Texas | N/A (2) | ||
SWN Energy Services Company, LLC | Texas | 71-0794468 | ||
SWN International, LLC | Delaware | N/A (2) | ||
SWN Midstream Services Company, LLC | Texas | 20-3230804 | ||
SWN Producer Services, LLC | Texas | N/A (2) | ||
SWN Production Company, LLC | Texas | 71-0358796 | ||
SWN Production (Louisiana), LLC | Texas | 82-3993623 | ||
SWN Production (Ohio), LLC | Texas | 27-4681664 | ||
SWN Water Resources Company, LLC | Texas | 82-4186977 | ||
SWN Well Services, LLC | Texas | 80-0804278 |
| (1) | One or more of the above registrants, each a Subsidiary Guarantor Registrant, may fully and unconditionally guarantee, on a joint and several basis, subject to customary release provisions, any series of debt securities of Southwestern Energy Company offered by the prospectus contained as part of this registration statement as set forth in a related prospectus supplement. |
| (2) | Single member LLC with no EIN. |
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 city of Houston, Texas on the 22nd day of May 2023.
| REGIONS BANK |
| /s/ Doug Milner |
| Doug Milner |
| Senior Vice President |
EXHIBIT 6
May 22, 2023
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: May 22, 2023
| 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 December 31, 2022
(Attached)
| (Dollar Amounts in Thousands) | Amount | |||
ASSETS | ||||
Cash and balances due from depository institutions: | ||||
Noninterest-bearing balances and currency and coin (1) | $ | 2,927,000 | ||
Interest-bearing balances (2) | 9,144,000 | |||
Securities: | ||||
Held-to-maturity securities (3) | 801,000 | |||
Available-for-sale debt securities | 27,912,000 | |||
Equity securities with readily determinable fair values not held for trading (4) | 344,000 | |||
Federal funds sold and securities purchased under agreements to resell: | ||||
Federal funds sold in domestic offices | 0 | |||
Securities purchased under agreements to resell (5, 6) | 0 | |||
Loans and lease financing receivables: | ||||
Loans and leases held for sale | 338,000 | |||
Loans and leases held for investment | 97,009,000 | |||
LESS: Allowance for loan and lease losses (7) | 1,464,000 | |||
Loans and leases held for investment, net of allowance | 95,545,000 | |||
Trading assets | 16,000 | |||
Premises and fixed assets (including capitalized leases) | 2,177,000 | |||
Other real estate owned | 12,000 | |||
Investments in unconsolidated subsidiaries and associated companies | 129,000 | |||
Direct and indirect investments in real estate ventures | 0 | |||
Intangible assets | 6,337,000 | |||
Other assets (6) | 8,521,000 | |||
|
| |||
Total assets | $ | 154,203,000 | ||
|
| |||
LIABILITIES | ||||
Deposits: | ||||
In domestic offices | $ | 133,792,000 | ||
Noninterest-bearing (1) | 53,371,000 | |||
Interest-bearing | 80,421,000 | |||
In foreign offices, Edge and Agreement subsidiaries, and IBFs | 0 | |||
Noninterest-bearing | 0 | |||
Interest-bearing | 0 | |||
Federal funds purchased and securities sold under agreements to repurchase: | ||||
Federal funds purchased in domestic offices (2) | 0 | |||
Securities sold under agreements to repurchase (3) | 0 | |||
Trading liabilities | 0 | |||
Other borrowed money (includes mortgage indebtedness) | 9,000 | |||
Subordinated notes and debentures (4) | 496,000 | |||
Other liabilities | 4,768,000 | |||
|
| |||
Total liabilities | 139,065,000 | |||
|
| |||
EQUITY CAPITAL | ||||
BANK EQUITY CAPITAL | ||||
Perpetual preferred stock and related surplus | $ | 0 | ||
Common stock | 0 | |||
Surplus (exclude all surplus related to preferred stock) | 16,399,000 | |||
Retained earnings | 2,078,000 | |||
Accumulated other comprehensive income (5) | (3,343,000 | ) | ||
Other equity capital components (6) | 0 | |||
|
| |||
Total bank equity capital | 15,134,000 | |||
Noncontrolling (minority) interests in consolidated subsidiaries | 4,000 | |||
|
| |||
Total equity capital | 15,138,000 | |||
|
| |||
Total liabilities and equity capital | $ | 154,203,000 | ||
|
| |||
| (1) | Includes noninterest-bearing demand, time and savings deposits. |
| (2) | Report overnight Federal Home Loan Bank advances. |
| (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. |