Document

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)

Mary Ambriz-Reyes

U.S. Bank National Association

101 North First Avenue, Suite 1600

Phoenix, AZ 85003

(602) 257-5430

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

__________________________

Sands China Ltd.

(Issuer with respect to the Securities)

__________________________


Cayman Islands			N/A
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)


The Venetian Macao Resort Hotel, L2 Executive Offices Estrada da Baia de N. Senhora da Esperanca, s/n Macao
(Address of Principal Executive Offices)			(Zip Code)

__________________________

2.300% Senior Notes due 2027,

2.850% Senior Notes due 2029 and

3.250% Senior Notes due 2031

(Title of the Indenture Securities)

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.*

2.A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

3.A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

4.A copy of the existing bylaws of the Trustee.**

5.A copy of each Indenture referred to in Item 4. Not applicable.

6.The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7.Report of Condition of the Trustee as of September 30, 2021 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* 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 305(b)(2), Registration Number 333-229783

filed on June 21, 2021.

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 Phoenix, State of Arizona on the 25th of January, 2022.


			By:			/s/ Mary Ambriz-Reyes
						Mary Ambriz-Reyes
						Vice President

Exhibit 2

Exhibit 3

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: January 25, 2022


			By:			/s/ Mary Ambriz-Reyes
						Mary Ambriz-Reyes
						Vice President

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 9/30/2021

($000’s)


	9/30/2021
Assets
Cash and Balances Due From Depository Institutions	$	63,715,510
Securities	148,000,109
Federal Funds	22,403
Loans & Lease Financing Receivables	298,005,995
Fixed Assets	6,031,305
Intangible Assets	13,529,305
Other Assets	27,506,020
Total Assets	$	556,810,647

Liabilities
Deposits	$	449,625,649
Fed Funds	2,016,875
Treasury Demand Notes	—
Trading Liabilities	1,136,642
Other Borrowed Money	33,001,952
Acceptances	—
Subordinated Notes and Debentures	3,600,000
Other Liabilities	14,733,477
Total Liabilities	$	504,114,595

Equity
Common and Preferred Stock	$	18,200
Surplus	14,266,915
Undivided Profits	37,606,027
Minority Interest in Subsidiaries	804,910
Total Equity Capital	$	52,696,052

Total Liabilities and Equity Capital	$	556,810,647