Exhibit 25.1

 

 

 

UNITED STATES

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

 


 

o 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

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)

 


 

ANTERO MIDSTREAM PARTNERS LP*

ANTERO MIDSTREAM FINANCE CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

 

4922

 

46-4109058

Delaware

 

4922

 

81-3742749

(State or Other Jurisdiction of
Incorporation or
Organization)

 

(Primary Standard Industrial
Classification Code Number)

 

(I.R.S. Employer
Identification Number)

 

1615 Wynkoop Street
Denver, Colorado 80202
(303) 357-7310

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

5.375% Senior Notes due 2024

 

Each registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

*TABLE OF ADDITIONAL REGISTRANT GUARANTORS

 

Exact Name of Registrant Guarantors(1)

 

State or Other Jurisdiction of
Incorporation or Formation

 

IRS Employer
Identification Number

Antero Midstream LLC

 

Delaware

 

46-5517375

Antero Water LLC

 

Delaware

 

47-2263453

Antero Treatment LLC

 

Delaware

 

30-0882879

 


(1)         The address for each of the Registrant Guarantors is 1615 Wynkoop Street, Denver, Colorado 80202, and the telephone number for each of the Registrant Guarantors is (303) 357-7310. The Primary Industrial Classification Code for Antero Midstream LLC is 4922. The Primary Industrial Classification Code for each of Antero Water LLC and Antero Treatment LLC is 1389.

 

 

 


 

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 25 to the Form S-4 dated December 30, 2005 of file number 333-130784.

 

**  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 Dallas and State of Texas on the 6th of June, 2017.

 

 

 

WELLS FARGO BANK, NATIONAL ASSOCIATION

 

 

 

 

 

 

Patrick T. Giordano

 

Vice President

 


 

EXHIBIT 6

 

June 6, 2017

 

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 thereof.

 

 

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 March 31, 2017, 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

 

 

 

$

18,876

 

Interest-bearing balances

 

 

 

227,559

 

Securities:

 

 

 

 

 

Held-to-maturity securities

 

 

 

107,924

 

Available-for-sale securities

 

 

 

278,250

 

Federal funds sold and securities purchased under agreements to resell:

 

 

 

 

 

Federal funds sold in domestic offices

 

 

 

111

 

Securities purchased under agreements to resell

 

 

 

27,170

 

Loans and lease financing receivables:

 

 

 

 

 

Loans and leases held for sale

 

 

 

13,728

 

Loans and leases, net of unearned income

 

916,710

 

 

 

LESS: Allowance for loan and lease losses

 

10,285

 

 

 

Loans and leases, net of unearned income and allowance

 

 

 

906,425

 

Trading Assets

 

 

 

45,041

 

Premises and fixed assets (including capitalized leases)

 

 

 

7,728

 

Other real estate owned

 

 

 

845

 

Investments in unconsolidated subsidiaries and associated companies

 

 

 

11,241

 

Direct and indirect investments in real estate ventures

 

 

 

271

 

Intangible assets

 

 

 

 

 

Goodwill

 

 

 

22,669

 

Other intangible assets

 

 

 

17,237

 

Other assets

 

 

 

64,101

 

Total assets

 

 

 

$

1,749,176

 

LIABILITIES

 

 

 

 

 

Deposits:

 

 

 

 

 

In domestic offices

 

 

 

$

1,245,096

 

Noninterest-bearing

 

408,018

 

 

 

Interest-bearing

 

837,078

 

 

 

In foreign offices, Edge and Agreement subsidiaries, and IBFs

 

 

 

122,120

 

Noninterest-bearing

 

981

 

 

 

Interest-bearing

 

121,139

 

 

 

Federal funds purchased and securities sold under agreements to repurchase:

 

 

 

 

 

Federal funds purchased in domestic offices

 

 

 

8,893

 

Securities sold under agreements to repurchase

 

 

 

7,261

 

 



 

 

 

Dollar Amounts

 

 

 

In Millions

 

Trading liabilities

 

13,575

 

Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases)

 

153,308

 

Subordinated notes and debentures

 

13,199

 

Other liabilities

 

28,578

 

Total liabilities

 

$

1,592,030

 

 

 

 

 

EQUITY CAPITAL

 

 

 

Perpetual preferred stock and related surplus

 

0

 

Common stock

 

519

 

Surplus (exclude all surplus related to preferred stock)

 

106,707

 

Retained earnings

 

50,815

 

Accumulated other comprehensive income

 

(1,291

)

Other equity capital components

 

0

 

Total bank equity capital

 

156,750

 

Noncontrolling (minority) interests in consolidated subsidiaries

 

396

 

Total equity capital

 

157,146

 

Total liabilities, and equity capital

 

$

1,749,176

 

 

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

 

Stephen Sanger

 

Lloyd Dean