EX-25.1 12 a2139316zex-25_1.htm EXHIBIT 25.1

Exhibit 25.1

 

 

FORM T-1

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

 

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)          
o

 


 

THE BANK OF NEW YORK TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)

 

 

 

59-2283428

(State of incorporation
if not a U.S. national bank)

 

(I.R.S. employer
identification no.)

 

 

 

800 Brickell Avenue
Suite 300
Miami, Florida

 

33131

(Address of principal executive offices)

 

(Zip code)

 


 

KERZNER INTERNATIONAL LIMITED

(Exact name of obligor as specified in its charter)

 

Commonwealth of The Bahamas

 

98-0136554

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. employer
identification no.)

 

 

 

Executive Offices

 

 

Coral Towers

 

 

Paradise Island, The Bahamas

 

 

(Address of principal executive offices)

 

(Zip code)

 


 

2.375% Convertible Senior Subordinated Notes due 2024

(Title of the indenture securities)

 

 



 

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.

 

Name

 

Address

Comptroller of the Currency
United States Department of the Treasury

 

Washington, D.C. 20219

 

 

 

Federal Reserve Bank

 

Atlanta, Georgia 30309

 

 

 

Federal Deposit Insurance Corporation

 

Washington, D.C. 20429

 

(b)                                  Whether it is authorized to exercise corporate trust powers.

 

Yes.

 

2.                                      Affiliations with Obligor.

 

If the obligor is an affiliate of the trustee, describe each such affiliation.

 

None.

 

16.                               List of Exhibits.

 

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

 

1.                                       A copy of the articles of association of The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-100717).

 

2.                                       A copy of certificate of authority of the trustee to commence business.
(Exhibit 2 to Form T-1 filed with Registration Statement No. 333-100717).

 

3.                                     A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-100717).

 

4.                                       A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-100717).

 

6.                                       The consent of the trustee required by Section 321(b) of the Act.

 

7.                                       A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

 

2



 

SIGNATURE

 

Pursuant to the requirements of the Act, the trustee, The Bank of New York Trust Company, N.A., a banking association 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 Jacksonville, and State of Florida, on the 24th day of June, 2004.

 

 

THE BANK OF NEW YORK TRUST

 

COMPANY, N.A.

 

 

 

By:

/S/

CRAIG A. KAYE

 

Name:

CRAIG A. KAYE

 

Title:

ASSISTANT TREASURER

 

3



 

EXHIBIT 6

 

CONSENT OF THE TRUSTEE

 

Pursuant to the requirements of Section 321 (b) of the Trust Indenture Act of 1939, and in connection with the proposed issue of Kerzner International Limited’s 2.375% Convertible Senior Subordinated Notes due 2024, The Bank of New York Trust Company, N.A., hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor.

 

 

 

THE BANK OF NEW YORK TRUST

 

COMPANY, N.A.

 

 

 

By:

/S/

CRAIG A. KAYE

 

Name:

CRAIG A. KAYE

 

Title:

ASSISTANT TREASURER

 

Jacksonville, Florida
June 24, 2004

 



 

EXHIBIT 7

 

Consolidated Report of Condition of
THE BANK OF NEW YORK TRUST COMPANY, N.A.
of 800 Brickell Avenue, Suite 100, Miami, FL 33131

 

At the close of business March 31, 2004, published in accordance with Federal regulatory authority instructions.

 

 

 

Dollar Amounts
in Thousands

 

ASSETS

 

 

 

 

 

 

 

Cash and balances due from depository institutions:

 

 

 

Noninterest-bearing balances and currency and coin

 

5,651

 

Interest-bearing balances

 

3,302

 

Securities:

 

 

 

Held-to-maturity securities

 

0

 

Available-for-sale securities

 

8,726

 

Federal funds sold and securities purchased under agreements to resell:

 

 

 

Federal funds sold

 

0

 

Securities purchased under agreements to resell

 

0

 

Loans and lease financing receivables:

 

 

 

Loans and leases held for sale

 

0

 

Loans and leases, net of unearned income

 

0

 

LESS: Allowance for loan and lease losses

 

0

 

Loans and leases, net of unearned income and allowance

 

0

 

Trading assets

 

0

 

Premises and fixed assets (including capitalized leases)

 

1,112

 

Other real estate owned

 

0

 

Investments in unconsolidated subsidiaries and associated companies

 

0

 

Customers’ liability to this bank on acceptances outstanding

 

0

 

Intangible assets:

 

 

 

Goodwill

 

60,292

 

Other Intangible Assets

 

19,132

 

Other assets

 

3,518

 

Total assets

 

101,733

 

 



 

LIABILITIES

 

 

 

 

 

 

 

Deposits:

 

 

 

In domestic offices

 

241

 

Noninterest-bearing

 

241

 

Interest-bearing

 

0

 

Federal funds purchased and securities sold under agreements to repurchase:

 

 

 

Federal funds purchased

 

0

 

Securities sold under agreements to repurchase

 

0

 

Trading liabilities

 

0

 

Other borrowed money:

 

 

 

(includes mortgage indebtedness and obligations under capitalized leases)

 

6,000

 

Bank’s liability on acceptances executed and outstanding

 

0

 

Subordinated notes and debentures

 

0

 

Other liabilities

 

4,054

 

Total liabilities

 

10,295

 

Minority interest in consolidated subsidiaries

 

0

 

 

 

 

 

EQUITY CAPITAL

 

 

 

 

 

 

 

Perpetual preferred stock and related surplus

 

0

 

Common stock

 

750

 

Surplus

 

69,299

 

Retained earnings

 

21,388

 

Accumulated other comprehensive income

 

1

 

Other equity capital components

 

0

 

Total equity capital

 

91,438

 

Total liabilities, minority interest, and equity capital

 

101,733

 

 

I, Thomas J. Mastro, Comptroller of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

 

Thomas J. Mastro

)

Comptroller

 

 

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

 

 

Richard G. Jackson

)

 

Nicholas C. English

)

Directors

Karen B. Shupenko

)