EX-25.1 7 h10050035x1_ex25-1.htm EXHIBIT 25.1

Exhibit 25.1


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)

Michael K. Herberger
U.S. Bank National Association
13737 Noel Road Suite 800
Dallas, TX 75240
972 581-1612
(Name, address and telephone number of agent for service)

Kirby Corporation
(Issuer with respect to the Securities)
 
Nevada
74-1884980
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
   

55 Waugh Drive, Suite 1000
Houston, TX
 
77007
(Address of Principal Executive Offices)
(Zip Code)

(Title of the Indenture Securities)


FORM T-1

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
Washington, D.C.

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

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.

1.
A copy of the Articles of Association of the Trustee.*

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

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

4.
A copy of the existing bylaws of the Trustee.**

5.
A copy of each Indenture referred to in Item 4.  Not applicable.

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

7.
Report of Condition of the Trustee as of September 30, 2017 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.
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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 Dallas, State of Texas on the 5th of February, 2018.

 
By:
/s/ Michael K. Herberger
   
Michael K. Herberger
   
Vice President

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Exhibit 2
 
 
CERTIFICATE OF CORPORATE EXISTENCE

I, Keith A. Noreika, Acting 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, June 7, 2017, 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.
   
 
Acting Comptroller of the Currency
 
 
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Exhibit 3
 
 
CERTIFICATE OF FIDUCIARY POWERS

I, Keith A. Noreika, Acting 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, June 7, 2017, 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.
 
 
 
Acting Comptroller of the Currency
 
 
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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: February 5, 2018

 
By:
/s/ Michael K. Herberger
   
Michael K. Herberger
   
Vice President

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Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 9/30/2017

($000’s)

   
9/30/2017
 
Assets
     
Cash and Balances Due From Depository Institutions
 
$
20,502,653
 
Securities
   
110,797,206
 
Federal Funds
   
24,647
 
Loans & Lease Financing Receivables
   
277,953,611
 
Fixed Assets
   
4,538,527
 
Intangible Assets
   
12,820,876
 
Other Assets
   
25,614,306
 
Total Assets
 
$
452,251,826
 
         
Liabilities
       
Deposits
 
$
353,914,855
 
Fed Funds
   
992,263
 
Treasury Demand Notes
   
0
 
Trading Liabilities
   
989,885
 
Other Borrowed Money
   
31,965,947
 
Acceptances
   
0
 
Subordinated Notes and Debentures
   
3,300,000
 
Other Liabilities
   
14,438,977
 
Total Liabilities
 
$
405,601,927
 
         
Equity
       
Common and Preferred Stock
   
18,200
 
Surplus
   
14,266,915
 
Undivided Profits
   
31,565,657
 
Minority Interest in Subsidiaries
   
799,127
 
Total Equity Capital
 
$
46,649,899
 
         
Total Liabilities and Equity Capital
 
$
452,251,826
 
 
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