Gaming & Leisure Properties S-3ASR Automatic shelf registration

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

☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT

TO SECTION 305(b)(2)

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

A National Banking Association	94-1347393
(Jurisdiction of incorporation or organization if not a U.S. national bank)	(I.R.S. Employer Identification No.)
101 North Phillips Avenue Sioux Falls, South Dakota	57104
(Address of principal executive offices)	(Zip code)

Wells Fargo & Company

Law Department, Trust Section

MACN9305-175

Sixth Street and Marquette Avenue, 17^th Floor

Minneapolis, Minnesota 55479

(612)667-4608

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

GAMING AND LEISURE PROPERTIES, INC.

(Exact name of obligor as specified in its charter)

Pennsylvania	46-2116489
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

GLP CAPITAL, L.P.

(Exact name of obligor as specified in its charter)

Pennsylvania	46-2322388
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

GLP Financing II, Inc.

(Exact name of obligor as specified in its charter)

Delaware	46-3866595
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
845 Berkshire Blvd., Suite 200 Wyomissing, Pennsylvania	19610
(Address of principal executive offices)	(Zip code)

Debt Securities

(Title of the indenture securities)

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

Treasury Department

Washington, D.C.

Federal Deposit Insurance Corporation

Washington, D.C.

Federal Reserve Bank of San Francisco

San Francisco, California 94120

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

The trustee is authorized to exercise corporate trust powers.

Item 2.Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items3-14 of this FormT-1 because the obligor is not in default as provided under Item 13.

Item 15.Foreign Trustee.     Not applicable.

Item 16.List of Exhibits.      List below all exhibits filed as a part of this Statement of Eligibility.

Exhibit 1.    A copy of the Articles of Association of the trustee now in effect.*

Exhibit 2.    A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated January 14, 2015.*

Exhibit 3.    A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated January 6, 2014.*

Exhibit 4.    Copy ofBy-laws of the trustee as now in effect.*

Exhibit 5.    Not applicable.

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

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

Exhibit 8.    Not applicable.

Exhibit 9.    Not applicable.

* Incorporated by reference to the exhibit of the same number to the trustee’s FormT-1 filed as exhibit to the Filing 305B2 dated March 13, 2015 of file number333-190926.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo 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 to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York on the 2nd day of August, 2019.

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Raymond Delli Colli

Raymond Delli Colli

Vice President

EXHIBIT 6

August 2, 2019

Securities and Exchange Commission

Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Raymond Delli Colli

Raymond Delli Colli

Vice President

Exhibit 7

Consolidated Report of Condition of

Wells Fargo Bank National Association

of 101 North Phillips Avenue, Sioux Falls, SD 57104

And Foreign and Domestic Subsidiaries,

at the close of business March 31, 2019, filed in accordance with 12 U.S.C. §161 for National Banks.

		Dollar Amounts In Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		$	20,037
Interest-bearing balances			127,598
Securities:
Held-to-maturity securities			144,901
Available-for-sale securities			253,334
Equity Securities with readily determinable fair value not held for trading			102
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices			79
Securities purchased under agreements to resell			49,775
Loans and lease financing receivables:
Loans and leases held for sale			9,908
Loans and leases, net of unearned income	909,881
LESS: Allowance for loan and lease losses	9,610
Loans and leases, net of unearned income and allowance			900,271
Trading Assets			42,814
Premises and fixed assets (including capitalized leases)			12,085
Other real estate owned			417
Investments in unconsolidated subsidiaries and associated companies			12,801
Direct and indirect investments in real estate ventures			256
Intangible assets			37,963
Other assets			55,428
Total assets		$	1,667,769
LIABILITIES
Deposits:
In domestic offices		$	1,266,186
Noninterest-bearing	389,711
Interest-bearing	876,475
In foreign offices, Edge and Agreement subsidiaries, and IBFs			49,025
Noninterest-bearing	1,200
Interest-bearing	47,825
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			3,953
Securities sold under agreements to repurchase			5,380

	Dollar Amounts In Millions
Trading liabilities		9,093
Other borrowed money
(Includes mortgage indebtedness and obligations under capitalized leases)		125,836
Subordinated notes and debentures		11,859
Other liabilities		28,828
Total liabilities	$	1,500,160
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		519
Surplus (exclude all surplus related to preferred stock)		114,606
Retained earnings		53,311
Accumulated other comprehensive income		-1,149
Other equity capital components		0
Total bank equity capital		167,287
Noncontrolling (minority) interests in consolidated subsidiaries		322
Total equity capital		167,609
Total liabilities, and equity capital	$	1,667,769

I, John R. Shrewsberry, Sr. EVP & CFO 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.

John R. Shrewsberry

Sr. EVP & CFO      

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.

Directors

James H. Quigley

Theodore F. Craver, Jr.

Juan A. Pujadas