EX-25.1 66 d631058dex251.htm EX-25.1

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

UMB BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

44-0201230

(I.R.S. Employer

Identification No.)

1010 Grand Blvd., Kansas City, Missouri |  | 64106
(Address of principal executive offices) |  | (Zip Code)

LSB Industries, Inc.

(Exact name of obligor as specified in its charter)

Oklahoma |  | 73-1015226
(State or other jurisdiction of incorporation or organization) |  | (I.R.S. employer identification No.)
16 south Pennsylvania Avenue |  |
Oklahoma City, Oklahoma |  | 73107
(Address of principal executive offices) |  | (Zip Code)

LSB Industries, Inc.

7.75% Senior Secured Notes due 2019

Dated August 7, 2013

(Title of the indenture securities)

Item 1. |  | General Information
(a) |  | Name and address of each examining or supervising authority to which the
|  | Trustee is subject is as follows:
|  | The Comptroller of the Currency
|  | Mid-Western District
|  | 2345 Grand Avenue, Suite 700
|  | Kansas City, Missouri 64108
|  | Federal Reserve Bank of Kansas City
|  | Federal Reserve P.O. Station
|  | Kansas City, Missouri 64198
|  | Supervising Examiner
|  | Federal Deposit Insurance Corporation
|  | 720 Olive Street, Suite 2909
|  | St. Louis, Missouri 63101
(b) |  | The Trustee is authorized to exercise corporate trust powers.
Item 2. |  | Affiliations with obligor.
|  | The Obligor is not affiliated with the Trustee.
Item 3. |  | Voting securities of the Trustee.
|  | NOT APPLICABLE.
Item 4. |  | Trusteeships under other indentures.
|  | NOT APPLICABLE
Item 5. |  | Interlocking directorates and similar relationships with the obligor or underwriters.
|  | NOT APPLICABLE
Item 6. |  | Voting securities of the trustee owned by the obligor or its officials.
|  | NOT APPLICABLE
Item 7. |  | Voting securities of the trustee owned by underwriters or their officials.
|  | NOT APPLICABLE
Item 8. |  | Securities of the obligor owned or held by the trustee.
|  | NOT APPLICABLE
Item 9. |  | Securities of the underwriters owned or held by the trustee.
|  | NOT APPLICABLE

Item 10. |  | Ownership or holdings by the trustee of voting securities of certain affiliates or security holders of the obligor.
|  | NOT APPLICABLE
Item 11. |  | Ownership or holdings by the trustee of any securities of a person owning 50 percent or more of the voting securities of the obligor.
|  | NOT APPLICABLE
Item 12. |  | Indebtedness of the Obligor to the Trustee.
|  | NOT APPLICABLE
Item 13. |  | Defaults of the Obligor.
|  | NOT APPLICABLE
Item 14. |  | Affiliations with the Underwriters.
|  | NOT APPLICABLE
Item 15. |  | Foreign Trustee.
|  | NOT APPLICABLE
Item 16. |  | List of Exhibits
|  | Listed below are all exhibits as a part of this Statement of eligibility and qualification.
1. |  | Articles of Association of the Trustee, as now in effect (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-74008).
2. |  | Certificate of Authority from the Comptroller of the Currency evidencing a change of the corporate title of the Association. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-74008).
3. |  | Certificate from the Comptroller of the Currency evidencing authority to exercise corporate trust powers and a letter evidencing a change of the corporate title of the Association. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-74008).
4. |  | Bylaws, as amended of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-74008).
5. |  | N/A
6. |  | Consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Registration Statement No. 333-74008).
7. |  | Report of Condition of the Trustee as of 12/31/13. See Attached Exhibit 1 to this Form T-1.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, UMB Bank, National Association, a national bank 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 Kansas City, and State of Missouri, on the 7th day of April, 2014.

|  | UMB BANK, NATIONAL ASSOCIATION
|  | BY: |  | /s/ Doug Hare
|  |  |  | Doug Hare, Sr. Vice President

Date: April 7, 2014

Exhibit 1

Schedule RC 15

Consolidated Report of Condition for Insured Banks

and Savings Associations for December 31, 2013

All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.

Schedule RC—Balance Sheet

|  |  |  |  |  | Dollar Amounts in Thousands |  |  |  |  |  |  |  | Bil Mil Thou |  |  |
Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
1. |  | Cash and balances due from depository institutions (from Schedule RC-A): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | a. |  | Noninterest-bearing balances and currency and coin (1) |  |  |  | RCON0081 |  |  |  |  |  | 519,406 |  |  | 1.a.
|  | b. |  | Interest-bearing balances (2) |  |  |  | RCON0071 |  |  |  |  |  | 2,093,270 |  |  | 1.b.
2. |  | Securities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | a. |  | Held-to-maturity securities (from Schedule RC-B, column A) |  |  |  | RCON1754 |  |  |  |  |  | 209,770 |  |  | 2.a.
|  | b. |  | Available-for-sale securities (from Schedule RC-B, column D) |  |  |  | RCON1773 |  |  |  |  |  | 6,762,411 |  |  | 2.b.
3. |  | Federal funds sold and securities purchased under agreements to resell: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | a. |  | Federal funds sold |  |  |  |  |  |  |  |  |  |  | RCONB987 |  |  |  |  |  | 11,826 |  |  | 3.a.
|  | b. |  | Securities purchased under agreements to resell (3) |  |  |  |  |  |  |  | RCONB989 |  |  |  |  |  | 75,192 |  |  | 3.b.
4. |  | Loans and lease financing receivables (from Schedule RC-C): |  |  |  |  |  |  |  |  |  |  |  |  |
|  | a. |  | Loans and leases held for sale |  |  |  |  |  |  |  |  |  |  | RCON5369 |  |  |  |  |  | 1,357 |  |  | 4.a.
|  | b. |  | Loans and leases, net of unearned income |  |  | RCONB528 |  |  |  | 6,520,222 |  |  |  |  |  |  |  |  |  |  |  |  | 4.b.
|  | c. |  | LESS: Allowance for loan and lease losses |  |  | RCON3123 |  |  |  | 74,751 |  |  |  |  |  |  |  |  |  |  |  |  | 4.c.
|  | d. |  | Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) |  |  |  | RCONB529 |  |  |  |  |  | 6,445,471 |  |  | 4.d.
5. |  | Trading assets (from Schedule RC-D) |  |  |  |  |  |  |  | RCON3545 |  |  |  |  |  | 3,988 |  |  | 5.
6. |  | Premises and fixed assets (including capitalized leases) |  |  |  | RCON2145 |  |  |  |  |  | 217,480 |  |  | 6.
7. |  | Other real estate owned (from Schedule RC-M) |  |  |  |  |  |  |  | RCON2150 |  |  |  |  |  | 1,288 |  |  | 7.
8. |  | Investments in unconsolidated subsidiaries and associated companies |  |  |  | RCON2130 |  |  |  |  |  | 0 |  |  | 8.
9. |  | Direct and indirect investments in real estate ventures |  |  |  | RCON3656 |  |  |  |  |  | 0 |  |  | 9.
10. |  | Intangible assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | a. |  | Goodwill |  |  |  |  |  |  |  |  |  |  | RCON3163 |  |  |  |  |  | 90,011 |  |  | 10.a.
|  | b. |  | Other intangible assets (from Schedule RC-M) |  |  |  |  |  |  |  |  |  |  | RCON0426 |  |  |  |  |  | 11,704 |  |  | 10.b.
11. |  | Other assets (from Schedule RC-F) |  |  |  |  |  |  |  | RCON2160 |  |  |  |  |  | 199,332 |  |  | 11.
12. |  | Total assets (sum of items 1 through 11) |  |  |  |  |  |  |  | RCON2170 |  |  |  |  |  | 16,642,506 |  |  | 12.

(1) | Includes cash items in process of collection and unposted debits.

(2) | Includes time certificates of deposit not held for trading.

(3) | Includes all securities resale agreements, regardless of maturity.

Schedule RC 16

Schedule RC—Continued

|  |  |  |  |  | Dollar Amounts in Thousands |  |  |  |  |  |  |  | Bil Mil Thou |  |  |
Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
13. |  | Deposits: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | a. |  | In domestic offices (sum of totals of columns A and C from Schedule RC-E) |  |  |  | RCON2200 |  |  |  |  |  | 13,803,837 |  |  | 13.a.
|  |  |  | (1) Noninterest-bearing (1) |  |  | RCON6631 |  |  |  | 5,353,054 |  |  |  |  |  |  |  |  |  |  |  |  | 13.a.(1)
|  |  |  | (2) Interest-bearing |  |  | RCON6636 |  |  |  | 8,450,783 |  |  |  |  |  |  |  |  |  |  |  |  | 13.a.(2)
|  | b. |  | Not applicable |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
14. |  | Federal funds purchased and securities sold under agreements to repurchase: |  |  |  |  |  |  |  |  |  |  |  |  |
|  | a. |  | Federal funds purchased (2) |  |  |  |  |  |  |  |  |  |  | RCONB993 |  |  |  |  |  | 12,834 |  |  | 14.a.
|  | b. |  | Securities sold under agreements to repurchase (3) |  |  |  | RCONB995 |  |  |  |  |  | 1,570,739 |  |  | 14.b.
15. |  | Trading liabilities (from Schedule RC-D) |  |  |  |  |  |  |  | RCON3548 |  |  |  |  |  | 0 |  |  | 15.
16. |  | Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M) |  |  |  | RCON3190 |  |  |  |  |  | 5,162 |  |  | 16.
17. |  | Not applicable |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
18. |  | Not applicable |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
19. |  | Subordinated notes and debentures (4) |  |  |  | RCON3200 |  |  |  |  |  | 0 |  |  | 19.
20. |  | Other liabilities (from Schedule RC-G) |  |  |  |  |  |  |  | RCON2930 |  |  |  |  |  | 90,837 |  |  | 20.
21. |  | Total liabilities (sum of items 13 through 20) |  |  |  | RCON2948 |  |  |  |  |  | 15,483,409 |  |  | 21.
22. |  | Not applicable |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 22.
|  | Equity Capital |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Bank Equity Capital |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
23. |  | Perpetual preferred stock and related surplus |  |  |  | RCON3838 |  |  |  |  |  | 0 |  |  | 23.
24. |  | Common stock |  |  |  |  |  |  |  | RCON3230 |  |  |  |  |  | 21,250 |  |  | 24.
25. |  | Surplus (exclude all surplus related to preferred stock) |  |  |  | RCON3839 |  |  |  |  |  | 518,371 |  |  | 25.
26. |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 26.
|  | a. |  | Retained earnings |  |  |  |  |  |  |  |  |  |  | RCON3632 |  |  |  |  |  | 652,116 |  |  | 26.a.
|  | b. |  | Accumulated other comprehensive income (5) |  |  |  | RCONB530 |  |  |  |  |  | (32,640 | ) |  | 26.b.
|  | c. |  | Other equity capital components (6) |  |  |  |  |  |  |  |  |  |  | RCONA130 |  |  |  |  |  | 0 |  |  | 26.c.
27. |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 27.
|  | a. |  | Total bank equity capital (sum of items 23 through 26.c) |  |  |  |  |  |  |  | RCON3210 |  |  |  |  |  | 1,159,097 |  |  | 27.a.
|  | b. |  | Noncontrolling (minority) interests in consolidated subsidiaries |  |  |  | RCON3000 |  |  |  |  |  | 0 |  |  | 27.b.
28. |  | Total equity capital (sum of items 27.a and 27.b) |  |  |  | RCONG105 |  |  |  |  |  | 1,159,097 |  |  | 28.
29. |  | Total liabilities and equity capital (sum of items 21 and 28) |  |  |  |  |  |  |  | RCON3300 |  |  |  |  |  | 16,642,506 |  |  | 29.

(1) | Includes noninterest-bearing demand, time, and savings deposits.

(2) | Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.”

(3) | Includes all securities repurchase agreements, regardless of maturity.

(4) | Includes limited-life preferred stock and related surplus.

(5) | Includes, but is not limited to, net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, and accumulated defined benefit pension and other postretirement plan adjustments.

(6) | Includes treasury stock and unearned Employee Stock Ownership Plan shares.

Schedule RC 17

Schedule RC—Continued

Memoranda

To be reported with the March Report of Condition.

|  |  |  |  |  |  | Number |  |  |
1. |  | Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2012 |  |  | RCON6724 |  |  |  | N/A |  |  | M.1.

1 = | Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank

2 = | Independent audit of the bank’s parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately)

3 = | Attestation on bank management’s assertion on the effectiveness of the bank’s internal control over financial reporting by a certified public accounting firm

4 = | Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority)

5 = | Directors’ examination of the bank performed by other external auditors (may be required by state chartering authority)

6 = | Review of the bank’s financial statements by external auditors

7 = | Compilation of the bank’s financial statements by external auditors

8 = | Other audit procedures (excluding tax preparation work)

9 = | No external audit work

|  |  |  |  |  |  | MM/DD |  |  |  |
|  | To be reported with the March Report of Condition. |  |  |  |  |  |  |  |  |  |  |  |
2. |  | Bank’s fiscal year-end date |  |  | RCON8678 |  |  |  | N/A |  |  |  | M.2. |