EX-25 3 cch-ex251_10.htm EX-25.1 cch-ex251_10.htm

Exhibit 25.1

 

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)

 

The Bank of New York Mellon

(Exact name of trustee as specified in its charter)

 

New York

(Jurisdiction of incorporation

if not a U.S. national bank)

 

13-5160382

(I.R.S. Employer

Identification No.)

240 Greenwich Street

New York, New York

(Address of principal executive offices)

 

10286

(Zip code)

 

Legal Department

The Bank of New York Mellon

240 Greenwich Street

New York, NY  10286

(212) 635-1270

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

 

Cheniere Corpus Christi Holdings, LLC

(Exact name of obligor as specified in its charter)

 

Delaware

(State or other jurisdiction

of incorporation or organization)

 

47-1929160

(I.R.S. Employer

Identification No.)

700 Milam Street, Suite 1900

Houston, Texas

(Address of principal executive offices)

 

77002

(Zip code)

 

3.700% Senior Secured Notes due 2029

(Title of the indenture securities)

 

 

 


 

TABLE OF ADDITIONAL OBLIGORS

 

Exact Name of Obligor as Specified in

its Charter (or Other Organizational

Document)

State or other

Jurisdiction of

Incorporation or

Organization

IRS Employer

Identification

Number

Address, Including Zip

Code, of Registrant’s

Principal Executive Offices

Corpus Christi Liquefaction, LLC

Delaware

35-2445602

700 Milam Street, Suite 1900

Houston, Texas 77002

Cheniere Corpus Christi Pipeline, L.P.

Delaware

20-4711857

700 Milam Street, Suite 1900

Houston, Texas 77002

Corpus Christi Pipeline GP, LLC

Delaware

47-1936771

700 Milam Street, Suite 1900

Houston, Texas 77002

 

 

 


 

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.

 

Superintendent of the Department of Financial

 

One State Street, New York, N.Y. 10004-1417

Services of the State of New York

 

and Albany, N.Y. 12203

Federal Reserve Bank of New York

 

33 Liberty Plaza, New York, N.Y. 10045

Federal Deposit Insurance Corporation

 

550 17th Street, N.W., Washington, D.C. 20429

New York Clearing House Association

 

New York, N.Y. 10005 

 

 

(b)

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.

Item 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 Organization Certificate of The Bank of New York Mellon (formerly The Bank of New York (formerly Irving Trust Company)) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735.)

 

 

 

4.

 

-

 

A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 with Registration Statement No. 333-207042.)

 

 

 

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. 333-188382.)

 

 

 

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.

 

 

 


 

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 14th day of July, 2020.

 

THE BANK OF NEW YORK MELLON

 

 

 

By:

 

/s/ Shannon Matthews

 

 

Name: Shannon Matthews

 

 

Title: Authorized Signatory

 

 

 


EXHIBIT 7

(Page i of iii)

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of 240 Greenwich Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business March 31, 2020, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

 

ASSETS

 

Dollar amounts

in thousands

 

Cash and balances due from depository institutions:

 

 

 

 

Noninterest-bearing balances and currency and coin

 

 

4,072,000

 

Interest-bearing balances

 

 

165,889,000

 

Securities:

 

 

 

 

Held-to-maturity securities

 

 

37,050,000

 

Available-for-sale securities

 

 

99,180,000

 

Equity securities with readily determinable fair values not held for trading

 

 

56,000

 

Federal funds sold and securities purchased under agreements to resell:

 

 

 

 

Federal funds sold in domestic offices

 

0

 

Securities purchased under agreements to resell

 

 

13,340,000

 

Loans and lease financing receivables:

 

 

 

 

Loans and leases held for sale

 

0

 

Loans and leases held for investment

 

 

32,279,000

 

LESS: Allowance for loan and lease losses

 

 

124,000

 

Loans and leases held for investment, net of allowance

 

 

32,155,000

 

Trading assets

 

 

6,612,000

 

Premises and fixed assets (including capitalized leases)

 

 

2,967,000

 

Other real estate owned

 

 

1,000

 

Investments in unconsolidated subsidiaries and associated companies

 

 

1,680,000

 

Direct and indirect investments in real estate ventures

 

0

 

Intangible assets:

 

 

6,963,000

 

Other assets

 

 

17,072,000

 

Total assets

 

 

387,037,000

 

ii


EXHIBIT 7

(Page iii of iii)

 

 

LIABILITIES

 

 

 

 

Deposits:

 

 

 

 

In domestic offices

 

 

207,668,000

 

Noninterest-bearing

 

 

96,706,000

 

Interest-bearing

 

 

110,962,000

 

In foreign offices, Edge and Agreement subsidiaries, and IBFs

 

 

130,088,000

 

Noninterest-bearing

 

 

3,997,000

 

Interest-bearing

 

 

126,091,000

 

Federal funds purchased and securities sold under agreements to repurchase:

 

 

 

 

Federal funds purchased in domestic offices

 

 

524,000

 

Securities sold under agreements to repurchase

 

 

3,654,000

 

Trading liabilities

 

 

5,061,000

 

Other borrowed money: (includes mortgage indebtedness and

   obligations under capitalized leases)

 

 

3,415,000

 

Not applicable

 

 

 

 

Not applicable

 

 

 

 

Subordinated notes and debentures

 

0

 

Other liabilities

 

 

9,664,000

 

Total liabilities

 

 

360,074,000

 

 

EQUITY CAPITAL

 

 

 

 

Perpetual preferred stock and related surplus

 

0

 

Common stock

 

 

1,135,000

 

Surplus (exclude all surplus related to preferred stock)

 

 

11,489,000

 

Retained earnings

 

 

15,814,000

 

Accumulated other comprehensive income

 

 

-1,475,000

 

Other equity capital components

 

0

 

Total bank equity capital

 

 

26,963,000

 

Noncontrolling (minority) interests in consolidated subsidiaries

 

0

 

Total equity capital

 

 

26,963,000

 

Total liabilities and equity capital

 

 

387,037,000

 

 

 

iii


EXHIBIT 7

(Page i of iii)

I, Michael Santomassimo, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Michael Santomassimo

Chief Financial Officer

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We 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 and is true and correct.

 

Thomas P. Gibbons

Samuel C. Scott

Joseph J. Echevarria

 

Directors

 

 

 

iv