EX-25.B 13 d317836dex25b.htm EX-25.B EX-25.B

Exhibit 25(b)

 

 

 

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   94-1347393

(Jurisdiction of incorporation or

organization if not a U.S. national bank)

 

(I.R.S. Employer

Identification No.)

 
 
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)

 

 

CLECO CORPORATE HOLDINGS LLC

(Exact name of registrant as specified in its charter)

 

 

 

Louisiana   4911   72-1445282

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification No.)

2030 Donahue Ferry Road

Pineville, Louisiana 71360-5226

(318) 484-7400

 

 

4.973% Senior Secured Notes due 2046

 

 

 


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 16th day of March, 2017.

 

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ John C. Stohlmann

John C. Stohlmann

Vice President


EXHIBIT 6

March 16, 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
/s/ John C. Stohlmann
John C. Stohlmann
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, 2016, 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

      $ 19,607  

Interest-bearing balances

        200,504  

Securities:

     

Held-to-maturity securities

        99,478  

Available-for-sale securities

        286,478  

Federal funds sold and securities purchased under agreements to resell:

     

Federal funds sold in domestic offices

        77  

Securities purchased under agreements to resell

        22,705  

Loans and lease financing receivables:

     

Loans and leases held for sale

        19,947  

Loans and leases, net of unearned income

     924,819     

LESS: Allowance for loan and lease losses

     10,502     

Loans and leases, net of unearned income and allowance

        914,317  

Trading Assets

        36,745  

Premises and fixed assets (including capitalized leases)

        7,745  

Other real estate owned

        915  

Investments in unconsolidated subsidiaries and associated companies

        11,334  

Direct and indirect investments in real estate ventures

        233  

Intangible assets

     

Goodwill

        22,695  

Other intangible assets

        17,298  

Other assets

        67,157  
     

 

 

 

Total assets

      $ 1,727,235  
     

 

 

 

LIABILITIES

     

Deposits:

     

In domestic offices

      $ 1,218,766  

Noninterest-bearing

     407,266     

Interest-bearing

     811,500     

In foreign offices, Edge and Agreement subsidiaries, and IBFs

        120,624  

Noninterest-bearing

     1,115     

Interest-bearing

     119,509     

Federal funds purchased and securities sold under agreements to repurchase:

     

Federal funds purchased in domestic offices

        6,444  

Securities sold under agreements to repurchase

        9,562  


     Dollar Amounts
In Millions
 

Trading liabilities

     13,951  

Other borrowed money

  

(includes mortgage indebtedness and obligations under capitalized leases)

     159,898  

Subordinated notes and debentures

     13,200  

Other liabilities

     29,006  
  

 

 

 

Total liabilities

   $ 1,571,451  

EQUITY CAPITAL

  

Perpetual preferred stock and related surplus

     0  

Common stock

     519  

Surplus (exclude all surplus related to preferred stock)

     106,705  

Retained earnings

     49,373  

Accumulated other comprehensive income

     (1,220

Other equity capital components

     0  
  

 

 

 

Total bank equity capital

     155,377  

Noncontrolling (minority) interests in consolidated subsidiaries

     407  
  

 

 

 

Total equity capital

     155,784  
  

 

 

 

Total liabilities, and equity capital

   $ 1,727,235  
  

 

 

 

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

James Quigley

Enrique Hernandez, Jr

Cynthia Milligan