Exhibit 25

 

 

 

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

 

 

 

x 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   (I.R.S. Employer
organization if not a U.S. national bank)   Identification No.)
101 North Phillips Avenue  
Sioux Falls, South Dakota   57104
(Address of principal executive offices)   (Zip code)

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)

 

 

GULFPORT ENERGY CORPORATION

(Exact name of obligor as specified in its charter)

 

 

 

Delaware   73-1521290
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)

14313 North May Avenue, Suite 100

Oklahoma City, Oklahoma 73134

TELEPHONE: (405) 848-8807

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

7.750% Senior Notes due 2020

And Guarantees of 7.750% Senior Notes due 2020

 

 

 


GUARANTORS*

 

Exact name of

Additional Registrant as

Specified in it Charter

  

State of

Incorporation or

Organization

  

IRS

Employee

Identification No.

Jaguar Resources LLC

   Delaware    20-8812352

Puma Resources, Inc.

   Delaware    30-0556507

Gator Marine, Inc.

   Delaware    61-1601710

Gator Marine Ivanhoe, Inc.

   Delaware    30-0644897

Westhawk Minerals LLC

   Delaware    45-4928998

 

* Each Guarantor has the same principal executive office and phone number as Gulfport Energy Corporation

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

Administrator of National Banks

United States Department of the Treasury

Washington, D.C. 20219

Federal Deposit Insurance Corporation

550 17th Street, N.W.

Washington, D.C. 20429

Federal Reserve Bank of San Francisco

P.O. Box 7702

San Francisco, CA 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 and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**
        Exhibit 3.    See Exhibit 2
        Exhibit 4.    Copy of 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 25 to the Form S-4 dated December 30, 2005 of Hornbeck Offshore Services LLC file number 333-130784-06.

 

** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux Corporation file number 022-28721.

 

*** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of Penn National Gaming Inc. file number 333-125274.


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 Dallas and State of Texas on the 16th day of July, 2013.

 

WELLS FARGO BANK, NATIONAL ASSOCIATION
LOGO
John C. Stohlmann
Vice President


EXHIBIT 6

July 16, 2013

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 thereof.

 

Very truly yours,
WELLS FARGO BANK, NATIONAL ASSOCIATION
LOGO
John C. Stohlmann
Vice President


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, 2013, 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

   $ 15,281   

Interest-bearing balances

     108,103   

Securities:

  

Held-to-maturity securities

     0   

Available-for-sale securities

     216,301   

Federal funds sold and securities purchased under agreements to resell:

  

Federal funds sold in domestic offices

     29   

Securities purchased under agreements to resell

     27,158   

Loans and lease financing receivables:

  

Loans and leases held for sale

     28,482   

Loans and leases, net of unearned income

     749,665   

LESS: Allowance for loan and lease losses

     14,136   

Loans and leases, net of unearned income and allowance

     735,529   

Trading Assets

     34,744   

Premises and fixed assets (including capitalized leases)

     7,625   

Other real estate owned

     3,238   

Investments in unconsolidated subsidiaries and associated companies

     599   

Direct and indirect investments in real estate ventures

     9   

Intangible assets

  

Goodwill

     21,545   

Other intangible assets

     20,074   

Other assets

     52,903   
  

 

 

 

Total assets

   $ 1,271,620   
  

 

 

 

LIABILITIES

  

Deposits:

  

In domestic offices

   $ 932,346   

Noninterest-bearing

     247,585   

Interest-bearing

     684,761   

In foreign offices, Edge and Agreement subsidiaries, and IBFs

     68,180   

Noninterest-bearing

     521   

Interest-bearing

     67,659   

Federal funds purchased and securities sold under agreements to repurchase:

  

Federal funds purchased in domestic offices

     11,474   

Securities sold under agreements to repurchase

     12,132   


     Dollar Amounts
In Millions
 

Trading liabilities

     18,039   

Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases)

     40,568   

Subordinated notes and debentures

     18,347   

Other liabilities

     32,325   
  

 

 

 

Total liabilities

   $ 1,133,411   

EQUITY CAPITAL

  

Perpetual preferred stock and related surplus

     0   

Common stock

     519   

Surplus (exclude all surplus related to preferred stock)

     101,853   

Retained earnings

     28,197   

Accumulated other comprehensive income

     6,565   

Other equity capital components

     0   
  

 

 

 

Total bank equity capital

     137,134   

Noncontrolling (minority) interests in consolidated subsidiaries

     1,075   
  

 

 

 

Total equity capital

     138,209   
  

 

 

 

Total liabilities, and equity capital

   $ 1,271,620   
  

 

 

 

I, Timothy J. Sloan, 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.

Timothy J. Sloan

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.

John Stumpf                                                                  Directors

Carrie Tolstedt

Michael Loughlin