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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)

Sandra L. Richelmy
U.S. Bank National Association
950 17th Street, 12th floor
Denver, CO 80202
303-585-4593
(Name, address and telephone number of agent for service)

SM Energy Company
(Issuer with respect to the Securities)

Delaware
(State or other jurisdiction of
incorporation or organization)
  41-0518430
(I.R.S. Employer
Identification No.)

1775 Sherman Street, Ste 1200

 

 
Denver, CO   80203
(Address of Principal Executive Offices)   (Zip Code)

   

SM Energy Company $500,000,000 5% Senior Notes due 2024
(Title of the Indenture Securities)



FORM T-1

Item 1.    GENERAL INFORMATION.    Furnish the following information as to the Trustee.

Item 2.    AFFILIATIONS WITH OBLIGOR.    If the obligor is an affiliate of the Trustee, describe each such affiliation.

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.

   


*
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 S-4, Registration Number 333-166527 filed on May 5, 2010.

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 Denver, State of Colorado on the 4th of March, 2014.

    By:   Sandra L.Richelmy

Vice President

3



Exhibit 2

GRAPHIC


CERTIFICATE OF CORPORATE EXISTENCE

        I, Thomas J. Curry, 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, February 27, 2013, 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.

GRAPHIC
  GRAPHIC

Comptroller of the Currency

4



Exhibit 3

GRAPHIC


CERTIFICATION OF FIDUCIARY POWERS

        I, Thomas J. Curry, 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, February 27, 2013, 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.

GRAPHIC
  GRAPHIC

Comptroller of the Currency

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 4, 2014        

 

 

By:

 

Sandra L. Richelmy

Vice President

6



Exhibit 7


U.S. Bank National Association
Statement of Financial Condition
As of 12/31/2013


($000's)

 
  12/31/2013  

Assets

       

Cash and Balances Due From Depository Institutions

  $ 8,472,724  

Securities

    79,357,671  

Federal Funds

    76,693  

Loans & Lease Financing Receivables

    232,699,923  

Fixed Assets

    4,466,915  

Intangible Assets

    13,365,332  

Other Assets

    22,039,020  
       

Total Assets

  $ 360,478,278  

Liabilities

   
 
 

Deposits

  $ 271,150,926  

Fed Funds

    2,539,914  

Treasury Demand Notes

    0  

Trading Liabilities

    432,300  

Other Borrowed Money

    29,623,570  

Acceptances

    0  

Subordinated Notes and Debentures

    5,586,320  

Other Liabilities

    11,722,618  
       

Total Liabilities

  $ 321,055,648  

Equity

   
 
 

Common and Preferred Stock

    18,200  

Surplus

    14,231,212  

Undivided Profits

    24,312,465  

Minority Interest in Subsidiaries

  $ 860,753  
       

Total Equity Capital

  $ 39,422,630  

Total Liabilities and Equity Capital

 
$

360,478,278
 

7




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FORM T-1
SIGNATURE
Exhibit 2
CERTIFICATE OF CORPORATE EXISTENCE
Exhibit 3
CERTIFICATION OF FIDUCIARY POWERS
Exhibit 6
CONSENT
Exhibit 7 U.S. Bank National Association Statement of Financial Condition As of 12/31/2013 ($000's)