EX-25.1

Exhibit 25.1

Registration No. 333-

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)

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall

Minneapolis, Minnesota

55402

(Address of principal executive offices)

(Zip Code)

Alejandro Hoyos

U.S. Bank National Association

8Greenway Plaza, Suite 1100

Houston, TX 77046

(713) 212-7576

(Name, address and telephone number of agent for service)

Forum Energy Technologies, Inc.

(Issuer with respect to the Securities)

Delaware

61-1488595

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

10344 Sam Houston Park Drive

Suite 300

Houston, Texas

77064

(Address of Principal Executive Offices)

(Zip Code)

9.00% Convertible Secured Notes due 2025

(Title of the Indenture Securities)

TABLE OF ADDITIONAL OBLIGORS


Exact name of additional obligor as specified in its charter*	State or other jurisdiction of incorporation or organization	I.R.S. Employer Identification
FET Holdings, LLC	Delaware	45-4081088
Forum Energy Services, Inc.	Delaware	90-0778250
Forum Global Holdings, LLC	Delaware	47-1635417
Forum Global Tubing LLC	Delaware	98-0534978
Forum Global Tubing LP	Delaware	98-0534974
Forum International Holdings, Inc.	Delaware	03-0585021
Forum Us, Inc.	Delaware	26-3748750
Global Flow Technologies, Inc.	Delaware	56-2520657
Global Tubing, LLC	Delaware	20-8937890
Houston Global Heat Transfer LLC	Delaware	81-4999345
Z Explorations, Inc.	Delaware	93-0450795
Z Resources, Inc.	Delaware	93-0789523
Zy-Tech Global Industries, Inc.	Delaware	93-0919913

Except for Global Flow Technologies, Inc., Z Explorations, Inc., Z Resources, Inc. and Zy-Tech Global Industries, Inc., the address for the principal executive office of each obligor is 920 Memorial City Way, Suite 1000, Houston, Texas 77024 and the telephone number for each obligor’s principal executive office is (281) 949-2500. The address for the principal executive office of each of Global Flow Technologies, Inc., Z Explorations, Inc., Z Resources, Inc. and Zy-Tech Global Industries, Inc. is 12735 Dairy Ashford, Stafford, Texas 77477 and the telephone number for each of these entities is (281) 637-2000.

FORM T-1

Item 1.

GENERAL INFORMATION. Furnish the following information as to the Trustee.

Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

Whether it is authorized to exercise corporate trust powers.

Yes

Item 2.

AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15

Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16.

LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

A copy of the Articles of Association of the Trustee.*

A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

A copy of the existing bylaws of the Trustee.**

A copy of each Indenture referred to in Item 4. Not applicable.

The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

Report of Condition of the Trustee as of March 31, 2020 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

*	Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

**	Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR, Registration Number 333-199863 filed on November 5, 2014.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. 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 and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Houston, Texas on the 6th of July, 2020.


By:		/s/ Alejandro Hoyos
		Alejandro Hoyos
		Vice President

Exhibit 2


		Office of the Comptroller of the Currency

				Washington, DC 20219

CERTIFICATE OF CORPORATE EXISTENCE

I, Joseph Otting, Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this certificate.


		IN TESTIMONY WHEREOF, today,

		February 24, 2020, I have hereunto
		subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia

		Comptroller of the Currency

Exhibit 3


		Office of the Comptroller of the Currency
				Washington, DC 20219

CERTIFICATE OF FIDUCIARY POWERS

I, Joseph Otting, Comptroller of the Currency, do hereby certify that:

1. The Office of the Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 stat. 668, 12 USC 92a, and that the authority so granted remains in full force and effect on the date of this certificate.


		IN TESTIMONY WHEREOF, today,
		December 10, 2019, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia.

		Comptroller of the Currency

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: July 6, 2020


By:		/s/ Alejandro Hoyos
		Alejandro Hoyos
		Vice President

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 3/31/2020

($000’s)


	3/31/2020
Assets
Cash and Balances Due From Depository Institutions	$	46,699,020
Securities		122,149,987
Federal Funds		2,807
Loans & Lease Financing Receivables		316,711,655
Fixed Assets		9,075,777
Intangible Assets		12,477,802
Other Assets		26,012,043

Total Assets	$	533,129,091

Liabilities
Deposits	$	405,823,094
Fed Funds		1,428,527
Treasury Demand Notes		0
Trading Liabilities		1,392,214
Other Borrowed Money		55,078,404
Acceptances		0
Subordinated Notes and Debentures		3,850,000
Other Liabilities		14,338,298

Total Liabilities	$	481,910,537

Equity
Common and Preferred Stock		18,200
Surplus		14,266,915
Undivided Profits		36,132,907
Minority Interest in Subsidiaries		800,532

Total Equity Capital	$	51,218,554

Total Liabilities and Equity Capital	$	533,129,091