EX-25 6 ex-25.htm EXHIBIT 25 Exhibit

Exhibit 25
_____________________________________________________________________________

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)
                        
Raymond S. Haverstock
U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107
(651) 466-6299
(Name, address and telephone number of agent for service)
                                                       
Wynn Resorts, Limited
(Issuer with respect to the Securities)
Nevada
46-0484987
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
 

3131 Las Vegas Boulevard South
Las Vegas, Nevada

89109
(Address of Principal Executive Offices)
(Zip Code)
    
Debt Securities
(Title of the Indenture Securities)





1




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 June 30, 2016 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 St. Paul, State of Minnesota on the 23rd of September, 2016.

By:    /s/ Raymond S. Haverstock________            
Raymond S. Haverstock
Vice President




































3



Exhibit 2

image1of2.jpg






4



Exhibit 3

image2of2.jpg










5



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: September 23, 2016


By:    /s/ Raymond S. Haverstock_________
Raymond S. Haverstock
Vice President





6



Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 6/30/2016

($000's)
 
 
6/30/2016
Assets
 
 
Cash and Balances Due From Depository Institutions
 
$
14,010,590

Securities
 
108,246,267

Federal Funds
 
68,244

Loans & Lease Financing Receivables
 
268,104,901

Fixed Assets
 
5,866,910

Intangible Assets
 
12,591,165

Other Assets
 
24,574,630

Total Assets
 
$
433,462,707

Liabilities
 
 
Deposits
 
$
327,848,275

Fed Funds
 
1,179,456

Treasury Demand Notes
 
0

Trading Liabilities
 
2,172,890

Other Borrowed Money
 
40,280,996

Acceptances
 
0

Subordinated Notes and Debentures
 
3,800,000

Other Liabilities
 
13,036,463

Total Liabilities
 
$
388,318,080

Equity
 
 
Common and Preferred Stock
 
18,200

Surplus
 
14,266,915

Undivided Profits
 
30,049,363

Minority Interest in Subsidiaries
 
810,149

Total Equity Capital
 
$
45,144,627

Total Liabilities and Equity Capital
 
$
433,462,707




7