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) |
Wally Jones
U.S. Bank National Association
333 Commerce Street, Suite 800
Nashville, TN 37201
(615) 251-0733
(Name, address and telephone number of agent for service)
EPR PROPERTIES*
(Issuer with respect to the Securities)
| Maryland | 43-1790877 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 909 Walnut Street, Suite 200 Kansas City, Missouri |
64106 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Senior Notes
Guarantees of Senior Notes
(Title of the Indenture Securities)
*ADDITIONAL SUBSIDIARY GUARANTOR REGISTRANTS(1)
| Exact Name of Guarantor |
State or Other Jurisdiction of Incorporation or Organization |
I.R.S. Employer Identification Number | ||
| 30 West Pershing, LLC |
Missouri | 41-2039368 | ||
| EPT DownREIT II, Inc. |
Missouri | 43-1818086 | ||
| EPT Huntsville, Inc. |
Delaware | 20-5717893 | ||
| Megaplex Four, Inc. |
Missouri | 43-1922877 | ||
| WestCol Center, LLC |
Delaware | 43-1928793 | ||
| EPT Melbourne, Inc. |
Missouri | 20-1341980 | ||
| Crotched Mountain Properties, LLC |
New Hampshire | 27-2809246 | ||
| Education Capital Solutions, LLC |
Delaware | 35-2296092 | ||
| EPR Hialeah, Inc. |
Missouri | 30-0197409 | ||
| EPT 909, Inc. |
Delaware | 27-2523665 | ||
| EPT Crotched Mountain, Inc. |
Missouri | 86-1150060 | ||
| EPT Kalamazoo, Inc. |
Missouri | 74-3139121 | ||
| EPT Mad River, Inc. |
Missouri | 86-1150058 | ||
| EPT Mount Attitash, Inc. |
Delaware | 20-8802995 | ||
| EPT Mount Snow, Inc. |
Delaware | 20-8803058 | ||
| EPT Nineteen, Inc. |
Delaware | 27-1455380 | ||
| EPT Ski Properties, Inc. |
Delaware | 26-1336192 | ||
| EPT Waterparks, Inc. |
Delaware | 20-8267442 | ||
| Megaplex Nine, Inc. |
Missouri | 43-1912698 | ||
| ECS Douglas I, LLC |
Delaware | 45-1271582 | ||
| EPT Dallas, LLC |
Delaware | 27-4111486 | ||
| EPT Fontana, LLC |
Delaware | 27-3677983 | ||
| EPT Twin Falls, LLC |
Delaware | 27-3677936 | ||
| Flik, Inc. |
Delaware | 16-1653228 | ||
| EPT Gulf Pointe, Inc. |
Delaware | 26-0814259 | ||
| EPT Mesquite, Inc. |
Delaware | 26-0814568 | ||
| EPT South Barrington, Inc. |
Delaware | 26-0814611 |
| (1) | The address, including zip code, and telephone number, including area code, for each of the additional registrants is 909 Walnut Street, Suite 200, Kansas City, Missouri 64106, (816) 472-1700. |
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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 March 31, 2013 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 S-4, Registration Number 333-166527 filed on May 5, 2010. |
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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 Nashville, State of Tennessee on the 17th of June, 2013.
| By: | /s/ Wally Jones | |
| Wally Jones | ||
| Vice President |
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Exhibit 2
Comptroller of the Currency
Administrator of National Banks
Washington, DC 20219
CERTIFICATE OF CORPORATE EXISTENCE
I, Thomas J. Curry, 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, February 27, 2013, 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.
Comptroller of the Currency |
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Exhibit 3
Comptroller of the Currency
Administrator of National Banks
Washington, DC 20219
CERTIFICATION OF FIDUCIARY POWERS
I, Thomas J. Curry, 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, February 27, 2013, 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.
Comptroller of the Currency |
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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: June 17, 2013
| By: | /s/ Wally Jones | |
| Wally Jones | ||
| Vice President |
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Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 3/31/2013
($000’s)
| 3/31/2013 | ||||
| Assets |
||||
| Cash and Balances Due From Depository Institutions |
$ | 6,932,431 | ||
| Securities |
74,769,168 | |||
| Federal Funds |
45,892 | |||
| Loans & Lease Financing Receivables |
218,577,592 | |||
| Fixed Assets |
5,068,178 | |||
| Intangible Assets |
12,739,644 | |||
| Other Assets |
27,654,064 | |||
|
|
|
|||
| Total Assets |
$ | 345,786,969 | ||
| Liabilities |
||||
| Deposits |
$ | 251,849,922 | ||
| Fed Funds |
3,545,914 | |||
| Treasury Demand Notes |
0 | |||
| Trading Liabilities |
512,718 | |||
| Other Borrowed Money |
32,387,140 | |||
| Acceptances |
0 | |||
| Subordinated Notes and Debentures |
4,736,320 | |||
| Other Liabilities |
12,747,015 | |||
|
|
|
|||
| Total Liabilities |
$ | 305,779,029 | ||
| Equity |
||||
| Common and Preferred Stock |
18,200 | |||
| Surplus |
14,133,290 | |||
| Undivided Profits |
24,357,498 | |||
| Minority Interest in Subsidiaries |
$ | 1,498,952 | ||
|
|
|
|||
| Total Equity Capital |
$ | 40,007,940 | ||
| Total Liabilities and Equity Capital |
$ | 345,786,969 | ||
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