EX-25.1 9 ex25-1gassx35x19xformtx1.htm EXHIBIT 25.1 Exhibit
Exhibit 25.1
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FORM T‑1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)           |__|
___________________________
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
(State of incorporation
if not a U.S. national bank)
95-3571558
(I.R.S. employer
identification no.)
400 South Hope Street
Suite 500
Los Angeles, California
(Address of principal executive offices)
90071
(Zip code)
___________________________
The Bank of New York Mellon Trust Company, N.A.
Legal Department
225 Liberty Street
New York, New York  10286
(212) 635-1270
(Name, address and telephone number of agent for service)
___________________________
SOUTHERN COMPANY GAS
SOUTHERN COMPANY GAS CAPITAL CORPORATION
(Exact name of obligor as specified in its charter)

Georgia
Nevada
(State of Incorporation)

58-2210952
88-0472393
(I.R.S. Employer Identification Number)

Ten Peachtree Place, N.E.
Atlanta, Georgia 30309
2215-B Renaissance Drive
Las Vegas, Nevada 89119
(Address, including zip code, of registrant’s principal executive offices)
___________________________
Debt Securities
Guarantee of Debt Securities
(Title of Indenture Securities)





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.
Name
Address
Comptroller of the Currency
United States Department of the Treasury


Washington, D.C. 20219
Federal Reserve Bank
San Francisco, California 94105

Federal Deposit Insurance Corporation
Washington, D.C. 20429
(b)
Whether it is authorized to exercise corporate trust powers.
Yes.
2.
Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
3-15    Not Applicable
16.
List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a‑29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).
1.
A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).
2.
A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-152875).
3.
A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).
4.
A copy of the existing by‑laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-152875).
5.
Not applicable.

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6.
The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).
7.
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

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SIGNATURE
Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a 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 Los Angeles, and State of California, on the 2nd day of May, 2019.
 
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
 
 
 
 
By:
/s/Lawrence M. Kusch
 
Name:   Lawrence M. Kusch
Title:     Vice President 


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Exhibit 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLONTRUST COMPANY, N.A.
of 400 South Hope Street, Suite 500, Los Angeles, CA 90071

At the close of business December 31, 2018, published in accordance with Federal regulatory authority instructions.
ASSETS
 
Dollar Amounts
In Thousands

Cash and balances due from
depository institutions:
 
 
Noninterest‑bearing balances
and currency and coin
2,374

Interest‑bearing balances
124,178

Securities:
 
 
Held-to-maturity securities
0

Available-for-sale securities
198,413

Equity securities with readily determinable
fair values not held for trading
NR

Federal funds sold and securities
purchased under agreements to resell:
 
 
Federal funds sold
0

Securities purchased under agreements to resell
0

Loans and lease financing receivables:
 
 
Loans and leases held for sale
0

Loans and leases,
held for investment
0
 
LESS: Allowance for loan and
lease losses
0
 
Loans and leases held for investment,
net of allowance
0
 
Trading assets
 
0

Premises and fixed assets (including
capitalized leases)
9,069

Other real estate owned
0

Investments in unconsolidated
subsidiaries and associated
companies
0

Direct and indirect investments in real estate ventures
0

Intangible assets
859,682

Other assets
136,256

Total assets
$
1,329,972

 
 
 




LIABILITIES
 
 
Deposits:
 
 
In domestic offices
2,677

Noninterest‑bearing
2,677
 
Interest‑bearing
0
 
Not applicable
 
0

Federal funds purchased and securities
sold under agreements to repurchase:
 
 
Federal funds purchased
0

Securities sold under agreements to repurchase
0

Trading liabilities
0

Other borrowed money:
(includes mortgage indebtedness
and obligations under capitalized
leases)
0

Not applicable
 
 
Not applicable
 
 
Subordinated notes and debentures
0

Other liabilities
226,786

Total liabilities
229,463

EQUITY CAPITAL
 
 
Perpetual preferred stock and related surplus
0

Common stock
1,000

Surplus (exclude all surplus related to preferred stock)
323,516

Not Available
 
 
Retained earnings
777,089

Accumulated other comprehensive income
-1,096

Other equity capital components
0

Not Available
 
 
Total bank equity capital
1,100,509

Noncontrolling (minority) interests in consolidated subsidiaries
0

Total equity capital
1,100,509

Total liabilities and equity capital
1,329,972

I, Matthew J. McNulty, CFO of the above‑named bank do hereby declare that this Report of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to thebest of my knowledge and belief.
Matthew J. McNulty    )    CFO
We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date 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.
Antonio I Portuondo, President                   )
Michael P. Scott, Managing Director          )              Directors (Trustees)
Kevin P. Caffrey, Managing Director          )