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

 

 

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)

 

 

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 RESOURCES CORPORATION*

(Exact Name of Registrant as Specified in Its Charter)

 

 

1625 17th 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 2021

 

*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		80-0162034
Antero Resources Midstream LLC		Delaware		46-4109058

 

(1)         The address for each of the Registrant Guarantors is 1625 17th Street, Denver, Colorado 80202, and the telephone number for each of the Registrant Guarantors is (303) 357-7310.  The Primary Industrial Classification Code for each of the Registrant Guarantors is 1311.

 

 

 

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 and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**

 

Exhibit 3.                                            See Exhibit 2

 

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 Hornbeck Offshore Services LLC file number 333-130784-06.

 

**   Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux Corporation file number 022-28721.

 

*** 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 May 26, 2005 of Penn National Gaming Inc. file number 333-125274.

 

 

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 19thth of  March, 2014.

 

 

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

 

 

EXHIBIT 6

 

March 19th, 2014

 

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 December 31, 2013, 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				$	19,641
Interest-bearing balances				187,583
Securities:
Held-to-maturity securities				12,346
Available-for-sale securities				215,837
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices				51
Securities purchased under agreements to resell				18,962
Loans and lease financing receivables:
Loans and leases held for sale				10,277
Loans and leases, net of unearned income		778,519
LESS: Allowance for loan and lease losses		12,421
Loans and leases, net of unearned income and allowance				766,098
Trading Assets				32,465
Premises and fixed assets (including capitalized leases)				7,582
Other real estate owned				3,838
Investments in unconsolidated subsidiaries and associated companies				662
Direct and indirect investments in real estate ventures				7
Intangible assets
Goodwill				21,549
Other intangible assets				22,464
Other assets				54,238
Total assets				$	1,373,600
LIABILITIES
Deposits:
In domestic offices				$	1,000,959
Noninterest-bearing		272,069
Interest-bearing		728,890
In foreign offices, Edge and Agreement subsidiaries, and IBFs				94,619
Noninterest-bearing		633
Interest-bearing		93,986
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices				9,042
Securities sold under agreements to repurchase				13,930

 

 

		Dollar Amounts
		In Millions
Trading liabilities		13,662
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)		55,913
Subordinated notes and debentures		19,642
Other liabilities		27,989
Total liabilities		$	1,235,756
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		519
Surplus (exclude all surplus related to preferred stock)		103,010
Retained earnings		32,028
Accumulated other comprehensive income		2,080
Other equity capital components		0
Total bank equity capital		137,637
Noncontrolling (minority) interests in consolidated subsidiaries		207
Total equity capital		137,844
Total liabilities, and equity capital		$	1,373,600

 

I, Timothy J. Sloan, 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.

 

	Timothy J. Sloan
	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.

 

John Stumpf	Directors
David Hoyt
Avid Modjtabai