EX-25.1 15 d850935dex251.htm EX-25.1

EX-25.1

Exhibit 25.1

FORM T-1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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)

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)

New York		13-5160382
(State of incorporation if not a U.S. national bank)		(I.R.S. employer identification no.)
One Wall Street, New York, NY		10286
(Address of principal executive offices)		(Zip code)

Precision Drilling (US) Corporation

10350 Richmond Avenue, Suite 700

Houston, Texas 77042

(713) 435-6184

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

Precision Drilling Corporation

(Exact name of obligor as specified in its charter)

Alberta, Canada		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)
800, 525 – 8th Avenue S.W. Calgary, Alberta, Canada		T2P 1G1
(Address of principal executive offices)		(Zip code)

SEE TABLE OF ADDITIONAL OBLIGORS

5.250% Senior Notes due 2024

Guarantees of 5.250% Senior Notes due 2024

(Title of the indenture securities)

TABLE OF ADDITIONAL OBLIGORS

Exact Name of Registrant Guarantor as Specified in its Charter		State or Other Jurisdiction of Incorporation or Organization		I.R.S. Employer Identification Number		Address of Principal Executive Offices
Precision Completion & Production Services Ltd.		Delaware		98-0679637		10350 Richmond Avenue, Suite 700 Houston, TX 77042
Precision Diversified Oilfield Services Corp.		Alberta, Canada		Not Applicable		800, 525 — 8th Avenue, S.W. Calgary, Alberta, Canada T2P 1G1
Precision Limited Partnership		Alberta, Canada		Not Applicable		800, 525 — 8th Avenue, S.W. Calgary, Alberta, Canada T2P 1G1
Precision Drilling Canada Limited Partnership		Alberta, Canada		Not Applicable		800, 525 — 8th Avenue, S.W. Calgary, Alberta, Canada T2P 1G1
Precision Employment Services Corp.		Alberta, Canada		Not Applicable		800, 525 — 8th Avenue, S.W. Calgary, Alberta, Canada T2P 1G1
Precision Drilling, Inc.		Delaware		26-4435759		10350 Richmond Avenue, Suite 700 Houston, TX 77042
DI Energy, Inc.		Texas		74-2175411		10350 Richmond Avenue, Suite 700 Houston, TX 77042
Grey Wolf International, Inc.		Texas		76-0000351		10350 Richmond Avenue, Suite 700 Houston, TX 77042
Grey Wolf International Drilling Corporation		Canada		Not Applicable		800, 525 — 8th Avenue, S.W. Calgary, Alberta, Canada T2P 1G1
Precision Drilling Holdings Company		Nevada		74-1987143		10350 Richmond Avenue, Suite 700 Houston, TX 77042
Precision Drilling LLC		Louisiana		72-1433406		10350 Richmond Avenue, Suite 700 Houston, TX 77042
Precision Drilling Company, LP		Texas		76-0590999		10350 Richmond Avenue, Suite 700 Houston, TX 77042
Murco Drilling Corporation		Delaware		72-0512163		10350 Richmond Avenue, Suite 700 Houston, TX 77042

- 2 -

Exact Name of Registrant Guarantor as Specified in its Charter		State or Other Jurisdiction of Incorporation or Organization		I.R.S. Employer Identification Number		Address of Principal Executive Offices
DI/Perfensa Inc.		Texas		76-0378440		10350 Richmond Avenue, Suite 700 Houston, TX 77042
PD Supply Inc.		Texas		76-0378440		10350 Richmond Avenue, Suite 700 Houston, TX 77042
Precision Drilling (US) Corporation		Texas		26-3638348		10350 Richmond Avenue, Suite 700 Houston, TX 77042
Precision Directional Services, Inc.		Texas		45-0603611		10350 Richmond Avenue, Suite 700 Houston, TX 77042
Precision Directional Services Ltd.		Alberta, Canada		Not Applicable		800, 525 — 8th Avenue, S.W. Calgary, Alberta, Canada T2P 1G1

- 3 -

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.

Name		Address
Superintendent of Banks of the State of New York		One State Street, New York, NY 10004-1417
Federal Reserve Bank of New York		33 Liberty Street New York, NY 10045
Federal Deposit Insurance Corporation		550 17th Street, N.W. Washington, D.C. 20429
		3501 N. Fairfax Drive Arlington, VA 22226
The Clearing House Association, L.L.C.		450 West 33rd Street New York, NY 10001

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligors.

If any of the obligors is an affiliate of the trustee, describe each such affiliation.

None.

3-15. Pursuant to General Instruction B of the Form T-1, no responses are included for Items 3-15 of this Form T-1 because, to the best of The Bank of New York Mellon’s knowledge, the obligors are not in default on any securities issued under indentures under which The Bank of New York Mellon acts as trustee and the trustee is not a foreign trustee as provided under Item 15.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1. A copy of the Organization Certificate of The Bank of New York Mellon (formerly The Bank of New York and formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735.)

4. A copy of the existing By-Laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-187736.)

6. The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735.)

7. A copy of the latest report of condition of the trustee published pursuant to law or to the requirements of its supervising or examining authority.

SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 17th day of February, 2015.

THE BANK OF NEW YORK MELLON
By:		/s/ Catherine F. Donohue
		Vice President

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of One Wall Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business December 31, 2014, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

ASSETS		Dollar amounts in thousands
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin			6,317,000
Interest-bearing balances			105,168,000
Securities:
Held-to-maturity securities			20,186,000
Available-for-sale securities			95,176,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices			70,000
Securities purchased under agreements to resell			10,534,000
Loans and lease financing receivables:
Loans and leases held for sale			21,000
Loans and leases, net of unearned income			35,904,000
LESS: Allowance for loan and lease losses			168,000
Loans and leases, net of unearned income and allowance			35,736,000
Trading assets			7,279,000
Premises and fixed assets (including capitalized leases)			1,043,000
Other real estate owned			3,000
Investments in unconsolidated subsidiaries and associated companies			556,000
Direct and indirect investments in real estate ventures			0
Intangible assets:
Goodwill			6,405,000
Other intangible assets			1,152,000
Other assets			14,520,000
Total assets			304,166,000

LIABILITIES
Deposits:
In domestic offices			137,928,000
Noninterest-bearing			95,930,000
Interest-bearing			41,998,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs			119,551,000
Noninterest-bearing			8,281,000
Interest-bearing			111,270,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices .			2,155,000
Securities sold under agreements to repurchase			3,490,000
Trading liabilities			6,798,000
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)			5,925,000
Not applicable
Not applicable
Subordinated notes and debentures			765,000
Other liabilities			6,284,000
Total liabilities			282,896,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			1,135,000
Surplus (exclude all surplus related to preferred stock)			10,061,000
Retained earnings			10,852,000
Accumulated other comprehensive income			-1,128,000
Other equity capital components			0
Total bank equity capital			20,920,000
Noncontrolling (minority) interests in consolidated subsidiaries			350,000
Total equity capital			21,270,000
Total liabilities and equity capital			304,166,000

I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas P. Gibbons,

Chief Financial Officer

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We 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 and is true and correct.

Gerald L. Hassell Catherine A. Rein Michael J. Kowalski Directors