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Name | Symbol | Market | Type |
---|---|---|---|
CorEnergy Infrastructure Trust Inc NEW | NYSE:CORR-A | NYSE | Preference Share |
Price Change | % Change | Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 4.20 | 0 | 01:00:00 |
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)
|
(IRS Employer Identification No.)
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1100 Walnut,
Suite 3350, Kansas City,
MO
|
64106
|
|
(Address of Principal Executive Offices)
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(Zip Code)
|
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☒ |
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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☐
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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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Title of Each Class
|
Trading Symbol(s)
|
Name of Each Exchange On
Which Registered
|
Common Stock, par value $0.001 per share
|
CORR |
New York Stock Exchange
|
7.375% Series A Cumulative Redeemable Preferred Stock |
CORRPrA
|
New York Stock Exchange
|
Item 1.01 |
Entry into a Material Definitive Agreement.
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|
● |
Class A-1 Units will become exchangeable for up to 1,613,202 shares of a newly created Series C Preferred Stock of the Company (“Series C Preferred”), which may be converted by the holder into up to 1,716,172 of the Company’s
depositary shares, each representing 1/100th of a share of the Company’s 7.375% Series A Cumulative Redeemable Preferred Stock (“Series A Preferred”);
|
|
● |
Class A-2 Units will become exchangeable for up to 2,436,000 shares of a newly created Series B Preferred Stock of the Company (“Series B Preferred”), which will be convertible, following approval of the Company’s existing
stockholders in compliance with the rules of the New York Stock Exchange (“NYSE”), into up to 8,675,214 additional shares of a new non-listed Class B Common Stock of the Company (“Class B Common Stock”), with such conversion to occur
automatically assuming stockholder approval is received; and
|
|
● |
Class A-3 Units will become exchangeable for up to 2,450,142 shares of the newly created Class B Common Stock.
|
Item 1.02 |
Termination of Material Definitive Agreement.
|
Item 2.01 |
Completion of Acquisition or Disposition of Assets.
|
Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
|
Item 3.02 |
Unregistered Sales of Equity Securities.
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Item 3.03 |
Material Modification to Rights of Security Holders.
|
|
● |
the Board of Directors authorizes and the Company declares a quarterly dividend per share of outstanding Common Stock in excess of the then-applicable Common Base Dividend;
|
|
● |
the issuance of additional shares of Common Stock other than in connection with: (i) any director or management compensation plan or equity award, (ii) the Company’s Dividend Reinvestment Plan, (iii) any conversion rights of the
Company’s existing 5.875% Convertible Senior Notes due 2025 or Series A Preferred, (iv) any exchange for fair value for the issuance of Common Stock (as determined by the Company’s Board of Directors), or (v) any stock split, reverse
stock split, stock dividend or similar transaction in which the shares of Class B Common Stock share equally; or
|
|
● |
the Board of Directors authorizes and the Company declares a quarterly dividend per share to the Class B Common Stock equal to the then-applicable Common Base Dividend for any four consecutive fiscal quarters beginning with the
fiscal quarter ending June 30, 2022 through the fiscal quarter ending March 30, 2024.
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|
● |
The Company may not without the affirmative vote of the holders of 66-2/3% of the outstanding shares of Series B Preferred:
|
|
o |
Other than the Series A Preferred, (i) authorize or issue any additional class or series of equity securities ranking senior to the Series B Preferred with respect to dividends or liquidation, (ii) reclassify any equity securities of
the Company into such senior equity securities, or (iii) other than the Series C Preferred, create, authorize or issue any obligation or security convertible into any such senior equity securities; provided that the holders of Series B
Preferred are not authorized to vote on (A) any increase in the amount of the authorized Common Stock, Class B Common Stock, Series A Preferred or Series C Preferred, (B) the creation or issuance of any equity securities ranking on
parity with or junior to the Series B Preferred with respect to dividend and liquidation rights, or (C) the creation of any class of securities issued to refinance the Series A Preferred;
|
|
o |
amend or repeal the Company’s charter or the Series B Preferred Articles Supplementary in connection with a merger or a sale of substantially all of the assets, of the Company, or otherwise, in a manner that would materially
adversely affect the Series B Preferred; or
|
|
● |
The holders of Series B Preferred will have the exclusive right, by the affirmative vote of the majority of the outstanding Series B Preferred to approve any amendment to the Company’s charter that would alter the contract rights, as
set forth in the charter, of only the Series B Preferred.
|
|
● |
The Company may not without the affirmative vote of the holders of 66-2/3% of the outstanding shares of Series C Preferred:
|
|
o |
Other than the Series A Preferred, (i) authorize or issue any additional class or series of equity securities ranking senior to the Series C Preferred with respect to dividends or liquidation, (ii) reclassify any equity securities of
the Company into such senior equity securities, or (iii) create, authorize or issue any obligation or security convertible into senior equity securities; provided further that the holders of Series C Preferred are not authorized to vote
on (A) any increase in the amount of the authorized Common Stock, Class B Common, Series A Preferred or Series B Preferred, (B) the creation or issuance of any equity securities ranking on parity with or junior to the Series C Preferred
with respect to dividend and liquidation rights or (C) the creation of any class of securities issued to refinance the Series A Preferred;
|
|
o |
amend or repeal the Company’s charter or the Series C Preferred Articles Supplementary in connection with a merger or a sale of substantially all of the assets of the Company, or otherwise, in a manner that would materially adversely
affect the Series C Preferred; or
|
|
● |
The holders of Series C Preferred will have the exclusive right, by the affirmative vote of the majority of the outstanding Series C Preferred, to approve any amendment to the Company’s charter that would alter the contract rights,
as set forth in the charter, of only the Series C Preferred.
|
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Item 9.01 |
Financial Statements and Exhibits.
|
(a) |
Financial statements of businesses acquired. The Company expects to file required financial statements related to the acquired business by amendment not later than 71 calendar days after this Current Report on Form 8-K was required
to be filed.
|
(b) |
Pro forma financial information. The Company expects to file required pro forma financial statements related to the acquired business and business disposed by amendment not later than 71 calendar days after this Current Report on
Form 8-K was required to be filed.
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Exhibit No.
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Description of Exhibit
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Membership Interest Purchase Agreement dated February 4, 2021, by and among CorEnergy Infrastructure Trust, Inc., Crimson Midstream Holdings, LLC, CGI Crimson Holdings, L.L.C., and John D. Grier
|
|
Contribution Agreement dated February 4, 2021, by and among CorEnergy Infrastructure Trust, Inc., Richard C. Green, Rick Kreul, Rebecca M. Sandring, Sean DeGon, Jeff Teeven, Jeffrey E. Fulmer, David J.
Schulte (as Trustee of the DJS Trust under Trust Agreement dated July 18, 2016), and Campbell Hamilton, Inc.
|
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Articles Supplementary for Class B Common Stock
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* |
Non-material schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the SEC.
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CORENERGY INFRASTRUCTURE TRUST, INC.
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||
Dated: February 10, 2021
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By:
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/s/ Rebecca M. Sandring
|
Rebecca M. Sandring
|
||
Secretary
|
1 Year CorEnergy Infrastructure Chart |
1 Month CorEnergy Infrastructure Chart |
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