UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 24, 2019
CorEnergy Infrastructure Trust, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Maryland
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1-33292
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20-3431375
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1100 Walnut, Suite 3350, Kansas City, MO
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64106
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(Address of Principal Executive Offices)
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(Zip Code)
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(816) 875-3705
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 1.01
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Amendment to a Material Definitive Agreement
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On April 24, 2019, the Board of Directors of CorEnergy Infrastructure Trust, Inc. (the “Company”) approved an immediately effective Amendment No. 1 to the Company’s Dividend Reinvestment Plan ("DRIP"). The principal purpose of the amendment is to allow the Company to suspend the operation of its DRIP, and pay all distributions on its common stock in cash rather than being reinvested in shares under the DRIP, for any quarter as to which the Company has determined that it is unable, or may be unable, to issue common stock under the DRIP pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”).
This amendment was adopted because of the Company’s expected inability to continue using the registration statement on Form S-3 filed with the Securities and Exchange Commission (“SEC”) to register the issuance of common stock pursuant to the DRIP. This inability results exclusively from the ongoing refusal of Energy XXI Gulf Coast, Inc. (“EGC”), the parent guarantor of the lease obligations of the tenant for the Company’s Grand Isle Gathering System asset, to provide the Company, in accordance with the terms of its lease, with copies of certain financial statement information that the Company is required to file with the SEC.
The Company has taken steps to enforce the obligations of EGC to provide the financial statement information. The Company also is engaged in dialogue with the staff of the SEC in an effort to allow the Company to continue the issuance of common stock under the DRIP registration statement. As this situation has not been resolved prior to the Company’s declaration of the quarterly dividend described in Item 7.01 below, the Company has suspended the operation of the DRIP and will pay this quarter’s common stock dividend entirely in cash pursuant to today’s amendment to the DRIP.
The foregoing description of Amendment No. 1 to the Company’s Dividend Reinvestment Plan is qualified in its entirety by reference to the full text of the amendment, which is filed as Exhibit 10.1.2 to this report.
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Item 7.01
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Regulation FD Disclosure.
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On April 24, 2019, the Company announced that its Board of Directors declared a first quarter 2019 dividend of $0.75 per share for the Company’s common stock and a dividend of $0.4609375 per depositary share for the Company’s 7.375% Series A Cumulative Redeemable Preferred Stock. Both of such dividends will be payable on May 31, 2019, to shareholders of record on May 17, 2019.
The Company also announced that it will report earnings results for its first quarter ended March 31, 2019, on May 1, 2019, and will host a related conference call on Thursday, May 2, 2019 at 1:00 pm Central Time to discuss its financial results.
The Company’s press release concerning these matters is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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d)
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Exhibits
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Exhibit No.
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Description
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CORENERGY INFRASTRUCTURE TRUST, INC.
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Dated:
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April 24, 2019
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By:
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/s/ Rebecca M. Sandring
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Rebecca M. Sandring
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Secretary
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AMENDMENT NO. 1
TO
DIRECTOR COMPENSATION PLAN
OF
CORENERGY INFRASTRUCTURE TRUST, INC.
WHEREAS
, the Dividend Reinvestment Plan (the “
DRIP Plan
”) of CorEnergy Infrastructure Trust, Inc. (the “
Corporation
”) was originally approved by the Company’s Board of Directors in 2007 as the Dividend Reinvestment Plan of Tortoise Capital Resources Corporation, prior to the Corporation changing its legal name from Tortoise Capital Resources Corporation to CorEnergy Infrastructure Trust, Inc., and was filed with the Securities and Exchange Commission (“
SEC
”) on October 12, 2007 as an exhibit to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2007; and
WHEREAS
, the Board of Directors of the Company has deemed it advisable to amend the DRIP Plan to: (i) update the name of the Corporation, as set forth in the title of the DRIP Plan and in the first grammatical paragraph thereof, to correspond to the Corporation’s current legal name, “CorEnergy Infrastructure Trust, Inc.” rather than its prior legal name, “Tortoise Capital Resources Corporation”; and (ii) add a new Section 12 to the DRIP Plan, authorizing the Corporation’s Board of Directors to suspend operation of the DRIP Plan, and cause all distributions declared with respect to the Corporation’s Common Stock, par value $0.001 per share (the “
Common Stock
”), including dividends, capital gains, or return of capital, to be paid to the holders of Common Stock in cash, for any quarter during which the Corporation is not able to issue Common Stock under the DRIP Plan pursuant to an effective SEC registration statement under the Securities Act of 1933, as amended (the “
Securities Act
”); and
WHEREAS
, the Board of Directors has received the advice of counsel that the substantive amendment of the DRIP Plan on the terms set forth herein is necessary and appropriate in order to ensure continued compliance by the DRIP Plan with applicable requirements of the Securities Act and the related rules and policies of the SEC, as contemplated by Section 10 of the DRIP Plan.
NOW, THEREFORE,
pursuant to the determination of the Board of Directors of the Company, the DRIP Plan is hereby amended in the following three respects:
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I.
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The initial heading setting forth the title at the top of the DRIP Plan is hereby deleted in its entirety and restated to read as follows:
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CORENERGY INFRASTRUCTURE TRUST, INC.
TERMS AND CONDITIONS OF THE DIVIDEND REINVESTMENT PLAN
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II.
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The first grammatical paragraph of the DRIP Plan is hereby deleted in its entirety and restated to read as follows:
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Registered holders (“Common Shareholders”) of common shares (the “Common Shares”) of CorEnergy Infrastructure Trust, Inc. (the “Company”) whose Common Shares are registered with us or with a brokerage firm that participates in our Dividend Reinvestment Plan (the “Plan”) and has coded such holder’s account dividend reinvestment will automatically be enrolled (the “Participants”) in the Plan and are advised as follows:
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III.
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A new
Section 12
is hereby added, immediately following
Section 11
of the DRIP Plan, to read as follows:
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12. SUSPENSION OF DIVIDEND REINVESTMENT. The Company reserves the right to suspend the operation of this Plan, and to require that all distributions, including dividends, capital gains, or return of capital, shall be automatically paid in cash rather than being reinvested by the Agent in additional Common Shares of the Company, for any quarter as to which the Company has determined, in consultation with legal counsel, that the Company is unable, or may be unable, to issue such
Common Shares under the Plan pursuant to an effective registration statement that satisfies the requirements of the U.S. Securities Act of 1933, as amended.
All other terms and provisions of the DRIP Plan shall remain as stated therein and this Amendment No. 1 shall be effective as of April 24, 2019.
CorEnergy Declares Common and Preferred Dividends and Schedules Earnings Release for First Quarter 2019
KANSAS CITY, Mo.- April 24, 2019 - CorEnergy Infrastructure Trust, Inc. (NYSE: CORR, CORRPrA) ("CorEnergy" or the "Company") announced today that its Board of Directors declared a first quarter 2019 dividend of $0.75 per share (or $3.00 per share annualized) for its common stock. The dividend is payable on May 31, 2019, to shareholders of record on May 17, 2019.
The Board of Directors also declared a cash dividend of $0.4609375 per depositary share for the Company’s 7.375% Series A Cumulative Redeemable Preferred Stock. The preferred stock dividend, which equates to an annual dividend payment of $1.84375 per depositary share, is payable on May 31, 2019, to shareholders of record on May 17, 2019.
The Company simultaneously announced the adoption of an amendment to its Dividend Reinvestment Plan (“DRIP”), pursuant to which the May 31, 2019 common stock dividend will be paid entirely in cash while CorEnergy continues to work with the staff of the Securities and Exchange Commission (“SEC”) to resolve the Company’s expected inability to issue registered shares under the DRIP pursuant to its current shelf registration statement filed for that purpose. Such inability results exclusively from the ongoing refusal of the parent of the tenant of the Grand Isle Gathering System to
provide the Company with certain financial statement information that CorEnergy is required to file with the SEC. The Company has taken steps to enforce the obligations of its tenant to provide the financial statement information, in accordance with the terms of its lease.
First Quarter 2019 Earnings Release Date
The Company also announced today that it will report earnings results for its first quarter 2019, ended March 31, 2019, on May 1, 2019.
CorEnergy will host a conference call on Thursday, May 2, 2019, at 1:00 p.m. Central Time to discuss its financial results. Please dial into the call at 877-407-8035 (for international, 1-201-689-8035) approximately five to ten minutes prior to the scheduled start time. The call will also be webcast in a listen-only format. A link to the webcast will be accessible at
corenergy.reit
.
A replay of the call will be available until 1:00 p.m. Central Time on June 2, 2019, by dialing 877-481-4010 (for international, 1-919-882-2331). The Conference ID is 46787
.
A replay of the conference call will also be available on the Company’s website.
About CorEnergy Infrastructure Trust, Inc.
CorEnergy Infrastructure Trust, Inc. (NYSE: CORR, CORRPrA), is a real estate investment trust (REIT) that owns critical energy assets, such as pipelines, storage terminals, and transmission and distribution assets. We receive long-term contracted revenue from operators of our assets, primarily under triple-net participating leases. For more information, please visit
corenergy.reit
.
Forward-Looking Statements
This press release contains certain statements that may include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, included herein are "forward-looking statements." Although CorEnergy believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in
CorEnergy's reports that are filed with the Securities and Exchange Commission. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Other than as required by law, CorEnergy does not assume a duty to update any forward-looking statement. In particular, any distribution paid in the future to our stockholders will depend on the actual performance of CorEnergy, its costs of leverage and other operating expenses and will be subject to the approval of CorEnergy's Board of Directors and compliance with leverage covenants.
Contact Information:
CorEnergy Infrastructure Trust, Inc.
Investor Relations
Lesley Schorgl, 877-699-CORR (2677)
info@corenergy.reit
1100 Walnut Street, Suite 3350, Kansas City, MO 64106 Main:816-875-3705 | Fax:816-875-5875 | corenergy.reit
