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S-3ASR
NUSTAR ENERGY L.P. filed this Form S-3ASR on 07/02/2019
Entire Document
 

Exhibit 25.01

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

___ 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
(Jurisdiction of incorporation or
organization if not a U.S. national
bank)
 
101 North Phillips Avenue
Sioux Falls, South Dakota
(Address of principal executive offices)
94-1347393
(I.R.S. Employer
Identification No.)
 
57104
(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)

NuStar Energy L.P.

Delaware
74-2956831
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification Number)
   
19003 IH-10 West
San Antonio, Texas 78257
(210) 918-2000
Amy L. Perry
Executive Vice President
NuStar GP, LLC
19003 IH-10 West
San Antonio, Texas 78257
(210) 918-2000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Senior Debt Securities

* Each of the following is a co-registrant that may issue some or all of the securities:



NUSTAR LOGISTICS, L.P.
(Exact name of registrant as specified in its charter)



Delaware
74-2958817
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification Number)




NUSTAR PIPELINE OPERATING PARTNERSHIP L.P.
(Exact name of registrant as specified in its charter)



Delaware
74-2287683
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification Number)



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 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 Boston and State of Massachusetts on the 2nd day of July, 2019.

 
WELLS FARGO BANK, NATIONAL ASSOCIATION
     
 
/s/ Patrick T. Giordano
 
 
Patrick T. Giordano
 
 
Vice President
 


EXHIBIT 6

July 2, 2019

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/ Patrick T. Giordano
 
 
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, 2019, 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
 
$
20,037
 
Interest-bearing balances
   
127,598
 
Securities:
       
Held-to-maturity securities
   
144,901
 
Available-for-sale securities
   
253,334
 
Equity Securities with readily determinable fair value not held for trading
   
102
 
         
Federal funds sold and securities purchased under agreements to resell:
       
Federal funds sold in domestic offices
   
79
 
Securities purchased under agreements to resell
   
49,775
 
Loans and lease financing receivables:
       
Loans and leases held for sale
   
9,908
 
Loans and leases, net of unearned income
   
909,881
 
LESS: Allowance for loan and lease losses
   
9,610
 
Loans and leases, net of unearned income and allowance
   
900,271
 
Trading Assets
   
42,814
 
Premises and fixed assets (including capitalized leases)
   
12,085
 
Other real estate owned
   
417
 
Investments in unconsolidated subsidiaries and associated companies
   
12,801
 
Direct and indirect investments in real estate ventures
   
256
 
Intangible assets
   
37,963
 
Other assets
   
55,428
 
         
Total assets
 
$
1,667,769
 
         
LIABILITIES
       
Deposits:
       
In domestic offices
 
$
1,266,186
 
Noninterest-bearing
   
389,711
 
Interest-bearing
   
876,475
 
In foreign offices, Edge and Agreement subsidiaries, and IBFs
   
49,025
 
Noninterest-bearing
   
1,200
 
Interest-bearing
   
47,825
 
Federal funds purchased and securities sold under agreements to repurchase:
       
Federal funds purchased in domestic offices
   
3,953
 
Securities sold under agreements to repurchase
   
5,380
 
Trading liabilities
   
9,093
 
Other borrowed money
       
(Includes mortgage indebtedness and obligations under capitalized leases)
   
125,836
 
Subordinated notes and debentures
   
11,859
 
Other liabilities
   
28,828
 
Total liabilities
 
$
1,500,160
 
         
EQUITY CAPITAL
       
Perpetual preferred stock and related surplus
   
0
 
Common stock
   
519
 
Surplus (exclude all surplus related to preferred stock)
   
114,606
 
Retained earnings
   
53,311
 
Accumulated other comprehensive income
   
-1,149
 
Other equity capital components
   
0
 
         
Total bank equity capital
   
167,287
 
Noncontrolling (minority) interests in consolidated subsidiaries
   
322
 
         
Total equity capital
   
167,609
 
         
Total liabilities, and equity capital
 
$
1,667,769
 


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.

 
/s/ 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

/s/ James H. Quigley
/s/ Theodore F. Craver, Jr.
/s/ Juan A. Pujadas