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Section 1: 305B2 (305B2)

305B2

 

 

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)

Christopher J. Grell

U.S. Bank National Association

100 Wall Street, 6th Floor

New York, NY 10005

(212) 951-6990

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

 

 

Spirit Realty, L.P.

(Issuer with respect to the Securities)

 

 

 

Delaware   20-1127940
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)

2727 North Harwood Street, Suite 300

Dallas, Texas

  75201
(Address of Principal Executive Offices)   (Zip Code)

 

 

Spirit Realty Capital, Inc.

(Exact name of obligor as specified in its charter)

 

 

 

Maryland   20-1676382
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)

2727 North Harwood Street, Suite 300

Dallas, Texas

  75201
(Address of Principal Executive Offices)   (Zip Code)

Debt Securities

(Title of the Indenture Securities)

 

 

 


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.

 

2


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 New York, State of New York on the 20th of June 2019.

 

By:  

/s/ Christopher J. Grell

  Christopher J. Grell
  Vice President

 

3

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Section 2: EX-99.2 (EX-99.2)

EX-99.2

Exhibit 2

 

LOGO

  

 

Office of the Comptroller of the Currency

 

        
     

 

 

 

Washington, DC 20219

 

 

CERTIFICATE OF CORPORATE EXISTENCE

I, Joseph Otting, Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this certificate.

 

  IN TESTIMONY WHEREOF, today, December 6, 2018, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia
 

LOGO

 
 
 

/s/ Joseph Otting

Comptroller of the Currency

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Section 3: EX-99.3 (EX-99.3)

EX-99.3

Exhibit 3

 

LOGO

  

 

Office of the Comptroller of the Currency

 

        
     

 

 

 

Washington, DC 20219

 

 

CERTIFICATION OF FIDUCIARY POWERS

I, Joseph Otting, Comptroller of the Currency, do hereby certify that:

1. The Office of the Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat. 668, 12 USC 92a, and that the authority so granted remains in full force and effect on the date of this certificate.

 

  IN TESTIMONY WHEREOF, today, December 6, 2018, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia.
 

LOGO

 
 
 

/s/ Joseph Otting

Comptroller of the Currency

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Section 4: EX-99.6 (EX-99.6)

EX-99.6

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: June 20, 2019

 

By:  

/s/ Christopher J. Grell

  Christopher J. Grell
  Vice President
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Section 5: EX-99.7 (EX-99.7)

EX-99.7

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 3/31/2019

($000’s)

 

     3/31/2019  

Assets

  

Cash and Balances Due From Depository Institutions

   $ 18,011,992  

Securities

     113,629,093  

Federal Funds

     3,518,495  

Loans & Lease Financing Receivables

     286,352,008  

Fixed Assets

     5,289,051  

Intangible Assets

     12,998,717  

Other Assets

     27,522,814  
  

 

 

 

Total Assets

   $ 467,322,170  

Liabilities

  

Deposits

   $ 359,151,957  

Fed Funds

     1,408,144  

Treasury Demand Notes

     0  

Trading Liabilities

     565,646  

Other Borrowed Money

     37,549,120  

Acceptances

     0  

Subordinated Notes and Debentures

     3,800,000  

Other Liabilities

     15,767,654  
  

 

 

 

Total Liabilities

   $ 418,242,521  

Equity

  

Common and Preferred Stock

     18,200  

Surplus

     14,266,915  

Undivided Profits

     33,995,325  

Minority Interest in Subsidiaries

     799,209  
  

 

 

 

Total Equity Capital

   $ 49,079,649  

Total Liabilities and Equity Capital

   $ 467,322,170  
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