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) |
Ray Haverstock
U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107
(651) 495-3909
(Name, address and telephone number of agent for service)
MGM Resorts International
(Issuer with respect to the Securities)
| Delaware | 88-0215232 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) | |
3600 Las Vegas Boulevard | ||
| Las Vegas, NV | 89109 | |
| (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.
Comptroller of the Currency
Washington, D.C.
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.
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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 St. Paul, State of Minnesota on the 8th of March, 2012.
| By: | /s/ Joshua A. Hahn Joshua A. Hahn Assistant Vice President |
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[LOGO]
Comptroller of the Currency
Administrator of National Banks
Washington, DC 20219
CERTIFICATE OF CORPORATE EXISTENCE
I, John Walsh, Acting Comptroller of the Currency, do hereby certify that:
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 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 WHERE OF, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department, in the City of Washington and District of Columbia, this September 9, 2010. | ||
[SEAL] | /s/ John Walsh Acting Comptroller of the Currency |
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[LOGO]
Comptroller of the Currency
Administrator of National Banks
Washington, DC 20219
CERTIFICATE OF FIDUCIARY POWERS
I, John Walsh, Acting Comptroller of the Currency, do hereby certify that:
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 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, l 962, 76 Stat.668, 12 U.S.C. 92 a, and that the authority so granted remains in full force and effect on the date of this Certificate.
| IN TESTIMONY WHERE OF, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department, in the City of Washington and District of Columbia, this September 9, 2010. | ||
[SEAL] | /s/ John Walsh Acting Comptroller of the Currency |
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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: March 8, 2012
| By: | /s/ Joshua A. Hahn Joshua A. Hahn Assistant Vice President |
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U.S. Bank National Association
Statement of Financial Condition
As of 12/31/2011
($000's)
| | 12/31/2011 | |||
|---|---|---|---|---|
Assets | ||||
Cash and Balances Due From Depository Institutions | $ | 13,960,499 | ||
Securities | 69,485,200 | |||
Federal Funds | 11,887 | |||
Loans & Lease Financing Receivables | 204,182,862 | |||
Fixed Assets | 5,472,961 | |||
Intangible Assets | 12,446,662 | |||
Other Assets | 24,910,739 | |||
Total Assets | $ | 330,470,810 | ||
Liabilities | ||||
Deposits | $ | 236,091,541 | ||
Fed Funds | 7,936,151 | |||
Treasury Demand Notes | 0 | |||
Trading Liabilities | 377,634 | |||
Other Borrowed Money | 34,507,710 | |||
Acceptances | 0 | |||
Subordinated Notes and Debentures | 5,945,617 | |||
Other Liabilities | 10,944,902 | |||
Total Liabilities | $ | 295,803,555 | ||
Equity | ||||
Minority Interest in Subsidiaries | $ | 1,926,211 | ||
Common and Preferred Stock | 18,200 | |||
Surplus | 14,133,323 | |||
Undivided Profits | 18,589,521 | |||
Total Equity Capital | $ | 34,667,255 | ||
Total Liabilities and Equity Capital | $ | 330,470,810 | ||
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