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
