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)

 

Richard Prokosch

U.S. Bank National Association

60 Livingston Avenue

St. Paul, MN 55107

(651) 466-6619

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

 

SEACOR HOLDINGS INC.

 (Issuer with respect to the Securities)

Delaware

13-3542736

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

   

 

2200 Eller Drive

P.O. Box 13038

Fort Lauderdale, Florida

 

 

33316

(Address of Principal Executive Offices)

(Zip Code)

 

Debt Securities

(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, 2018 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.

 

2

 

 

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 St. Paul, State of Minnesota on the 6th of March, 2019.

 

 

 

 

By:

/s/ Richard Prokosch

 

 

 

Richard Prokosch

Vice President

 

 

 

3

 

 

Exhibit 2

 

 

 

4

 

 

Exhibit 3

 

 

 

 

5

 

 

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: March 6, 2019

 

 

 

 

 

By:

/s/ Richard Prokosch

 

 

 

Richard Prokosch

 

 

 

Vice President

 

 

6

 

 

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 12/31/2018

 

($000’s)

 

   

12/31/2018

 

Assets

       

Cash and Balances Due From Depository Institutions

  $ 21,369,509  

Securities

    111,246,751  

Federal Funds

    101,423  

Loans & Lease Financing Receivables

    284,800,984  

Fixed Assets

    3,721,348  

Intangible Assets

    12,896,259  

Other Assets

    25,340,330  

Total Assets

  $ 459,476,604  
         

Liabilities

       

Deposits

  $ 356,297,122  

Fed Funds

    2,426,334  

Treasury Demand Notes

    0  

Trading Liabilities

    783,326  

Other Borrowed Money

    34,725,959  

Acceptances

    0  

Subordinated Notes and Debentures

    3,800,000  

Other Liabilities

    12,916,232  

Total Liabilities

  $ 410,948,973  
         

Equity

       

Common and Preferred Stock

    18,200  

Surplus

    14,266,915  

Undivided Profits

    33,443,222  

Minority Interest in Subsidiaries

    799,294  

Total Equity Capital

  $ 48,527,631  
         

Total Liabilities and Equity Capital

  $ 459,476,604  

 

7