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)

Karen R. Beard

U.S. Bank National Association

One Federal Street – 10th Floor

Boston, MA 02110

(617) 603-6565

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

VEREIT Operating Partnership, L.P.

(Issuer with respect to the Securities)


Delaware			45-1255683
			(I.R.S. Employer Identification No.)


2325 E. Camelback Road, 9th Floor Phoenix, AZ			85016
(Address of Principal Executive Offices)			(Zip Code)

Debt Securities

(Title of the Indenture Securities)

ACTIVE/105906054.1

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 June 30, 2020 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 Exhibit 25.1 to registration statement on form S-3ASR, Registration Number 333-199863 filed on November 5, 2014.

ACTIVE/105906054.1

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 Boston, Commonwealth of Massachusetts on the 19th day of November, 2020.

By: /s/ Karen R. Beard

Karen R. Beard

Vice President

ACTIVE/105906054.1

Exhibit 2

ACTIVE/105906054.1

Exhibit 3

ACTIVE/105906054.1

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: November 19, 2020

By: /s/ Karen R. Beard

Karen R. Beard

Vice President

ACTIVE/105906054.1

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 9/30/2020

($000’s)



Assets		9/30/2020
	Cash and Balances Due From Depository Institutions	$ 43,891,940
	Securities	132,530,990
	Federal Funds	898
	Loans & Lease Financing Receivables	307,196,612
	Fixed Assets	7,598,340
	Intangible Assets	12,549,045
	Other Assets	26,728,893
	Total Assets	$530,496,718

Liabilities
	Deposits	$426,766,411
	Fed Funds	1,460,030
	Treasury Demand Notes	0
	Trading Liabilities	859,917
	Other Borrowed Money	29,719,033
	Acceptances	0
	Subordinated Notes and Debentures	3,850,000
	Other Liabilities	14,732,819
	Total Liabilities	$477,388,210

Equity
	Common and Preferred Stock	18,200
	Surplus	14,266,915
	Undivided Profits	38,022,958
	Minority Interest in Subsidiaries	800,435
	Total Equity Capital	$53,108,508

Total Liabilities and Equity Capital		$530,496,718

ACTIVE/105906054.1