EX-25.2 7 wes2019forms-3asrxex252.htm EXHIBIT 25.2 T-1 SUBORDINATED DEBT INDENTURE Exhibit


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

_______________________

Western Midstream Operating, LP
(Exact name of registrant as specified in its charter)
______________________________________
Delaware
26-1075808
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
1201 Lake Robbins Drive
The Woodlands, Texas 77380-1046
(832) 636-6000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)


Subordinated Debt Securities







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 the 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 17th day of May, 2019.






WELLS FARGO BANK, NATIONAL ASSOCIATION

image1a01.gif

Patrick T. Giordano
Vice President






EXHIBIT 6



May 17, 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

image1a01.gif

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






 
 
 
Dollar Amounts In Millions
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
 
 
—

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
 
 
—

 
 
 
 
 
 
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.

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 H. Quigley
Theodore F. Craver, Jr.
Juan A. Pujadas