EX-25.1 7 vereit-ex251.htm EXHIBIT 25.1 Exhibit
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
(State or other jurisdiction of incorporation or organization)
(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)





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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 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 December 31, 2018 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.
    


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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 4th of April, 2019.

By:    /s/ Karen R. Beard________    
Karen R. Beard    
Vice President




































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Exhibit 2


t13419003image1.gif





4



Exhibit 3


t13419003image2.gif



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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: April 4, 2019


By:    /s/ Karen R. Beard_______                 
Karen R. Beard    
Vice President





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Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 12/31/2018

($000’s)

12/31/2018
Assets
Cash and Balances Due From         $ 21,369,509
Depository Institutions
Securities        111,246,751
Federal Funds        101,423
Loans & Lease Financing Receivables         284,800,984
Fixed Assets         3,721,348
Intangible Assets        12,896,259
Other Assets         25,340,330
Total Assets         $459,476,604

Liabilities
Deposits        $356,297,122
Fed Funds        2,426,334
Treasury Demand Notes        0
Trading Liabilities         783,326
Other Borrowed Money        34,725,959
Acceptances        0
Subordinated Notes and Debentures        3,800,000
Other Liabilities        12,916,232
Total Liabilities        $410,948,973

Equity
Common and Preferred Stock        18,200
Surplus         14,266,915
Undivided Profits        33,443,222
Minority Interest in Subsidiaries        799,294
Total Equity Capital        $48,527,631

Total Liabilities and Equity Capital        $459,476,604

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