EX-25.1 6 tm2513290d2_ex25-1.htm EXHIBIT 25.1

 

Exhibit 25.1

 

 

 

UNITED STATES

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)

 

44-0194180

(I.R.S. Employer

Identification No.)

 

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

 

Teresa Donofrio, Senior Vice President

120 South Sixth Street, Suite 1400, Minneapolis, MN 55402

(612) 337-7005

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

 

VICI PROPERTIES L.P.

(Exact name of obligor as specified in its charter)

 

DELAWARE   35-2576503
(State or other jurisdiction   (I.R.S. employer
of incorporation or organization)   identification No.)
     
535 MADISON AVENUE, 28th Floor    
NEW YORK, NEW YORK   10022
(Address of principal executive offices)   (Zip Code)

 

Debt Securities

(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.

 

3.750% Senior Notes due 2027

4.125% Senior Notes due 2030

4.250% Senior Notes due 2026

4.625% Senior Notes due 2029

4.750% Senior NOTES DUE 2028

4.950% Senior Notes Due 2030

5.125% Senior Notes Due 2032

5.625% Senior Notes Due 2052

4.500% sENIOR eXCHANGE nOTES duE 2026

5.750% sENIOR eXCHANGE nOTES DUE 2027

4.500% sENIOR eXCHANGE nOTES dUE 2028

3.875% sENIOR eXCHANGE nOTES dUE 2029

5.750% sENIOR noTES dUE 2034

6.125% sENIOR NOTES DUE 2054

5.125% sENIOR nOTES dUE 2031

4.750% sENIOR noTES dUE 2028

5.625% sENIOR noTES dUE 2035

 

 

 

 

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.

 

NONE

 

Item 14.Affiliations with the Underwriters.

 

NOT APPLICABLE

 

Item 15.Foreign Trustee.

 

NOT APPLICABLE

 

 

 

 

Item 16.List of Exhibits

 

Listed below are all exhibits filed 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 December 31, 2024.

 

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 Minneapolis, and State of Minnesota, on the 30th day of April, 2025.

 

  UMB BANK, NATIONAL ASSOCIATION  
   
BY: /s/ Teresa Donofrio  
  Teresa Donofrio, Senior Vice President  

 

 

 

 

T-1 EXHIBIT  7