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 TRUST COMPANY, NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
91-1821036
I.R.S. Employer Identification No.
| 800 Nicollet Mall Minneapolis, Minnesota |
55402 | |
| (Address of principal executive offices) | (Zip Code) |
Wally Jones
U.S. Bank Trust Company, National Association
333 Commerce Street, Suite 900
Nashville, TN 37201
(615) 251-0733
(Name, address and telephone number of agent for service)
Nine Energy Service, Inc.*
(Exact name of obligor as specified in its charter)
| Delaware | 80-0759121 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| 2001 Kirby Drive, Suite 200 Houston, Texas |
77019 | |
| (Address of Principal Executive Offices) | (Zip Code) |
13.000% Senior Secured Notes due 2028
(Title of the Indenture Securities)
| * | See Table of Additional Obligors. |
Table of Additional Obligators
The following obligors, each of which is a wholly owned direct or indirect subsidiary of Nine Energy Service, Inc., will guarantee the Indenture Securities:
| Exact name of obligor as specified in its charter |
State or other jurisdiction of incorporation or organization |
I.R.S. Employer Identification No. | ||
| CDK Perforating, LLC |
Texas | 20-8164952 | ||
| Crest Pumping Technologies, LLC |
Delaware | 45-3915335 | ||
| Magnum Oil Tools GP, LLC |
Texas | 45-3528730 | ||
| Magnum Oil Tools International, LTD |
Texas | 20-2727553 | ||
| MOTI Holdco, LLC |
Delaware | 83-2167005 | ||
| Nine Downhole Technologies, LLC |
Delaware | 47-4947368 | ||
| Nine Energy Service, LLC |
Delaware | 37-1740603 | ||
| RedZone Coil Tubing, LLC |
Texas | 45-3745195 |
The address, including zip code, of each of the additional obligors’ principal executive offices is c/o Nine Energy Service, Inc., 2001 Kirby Drive, Suite 200, Houston, Texas 77019.
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 THE 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, attached as Exhibit 1. |
| 2. | A copy of the certificate of authority of the Trustee to commence business and exercise corporate trust powers, attached as Exhibit 2. |
| 3. | A copy of the existing bylaws of the Trustee, attached as Exhibit 3. |
| 4. | A copy of each Indenture referred to in Item 4. Not applicable. |
| 5. | The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 5. |
| 6. | Report of Condition of the Trustee as of September 30, 2022, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 6. |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK TRUST COMPANY, 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 Nashville, State of Tennessee on the 24th of January, 2023.
| By: | /s/ Wally Jones | |
| Wally Jones | ||
| Vice President |