CorEnergy Infrastructure Trust, Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Credit Facilities

Credit Facilities

3 Months Ended

Mar. 31, 2017

The following is a summary of the Company's debt facilities and balances as of March 31, 2017, and December 31, 2016:



	Total Commitment or Original Principal		Quarterly Principal Payments			March 31, 2017				December 31, 2016
	Total Commitment or Original Principal		Quarterly Principal Payments		Maturity Date	Amount Outstanding		Interest Rate		Amount Outstanding		Interest Rate
7% Unsecured Convertible Senior Notes	$	115,000,000	$	—	6/15/2020	$	114,000,000	7.00	%	$	114,000,000	7.00	%
CorEnergy Secured Credit Facility:
CorEnergy Revolver	$	105,000,000	$	—	12/15/2019	44,000,000		3.99	%	44,000,000		3.76	%
CorEnergy Term Loan	$	45,000,000	$	1,615,000	12/15/2019	35,125,000		3.98	%	36,740,000		3.74	%
MoGas Revolver	$	3,000,000	$	—	12/15/2019	—		3.98	%	—		3.77	%
Omega Line of Credit	$	1,500,000	$	—	7/31/2017	—		4.98	%	—		4.77	%
Pinedale Secured Credit Facility:
$58.5M Term Loan – related party ⁽¹⁾	$	11,085,750	$	167,139	3/30/2021	8,061,844		8.00	%	8,860,577		8.00	%
Total Debt						$	201,186,844			$	203,600,577
Less:
Unamortized deferred financing costs ⁽²⁾						$	350,976			$	381,531
Unamortized discount on 7% Convertible Senior Notes						2,401,439				2,586,166
Long-term debt, net of deferred financing costs						$	198,434,429			$	200,632,880
Debt due within one year						$	7,128,556			$	7,128,556
(1) $47,414,250 of the original $58.5 million term loan is payable to CorEnergy under the same terms, and eliminates in consolidation.
(2) A portion of the unamortized deferred financing costs, related to our revolving credit facilities, are included in Deferred Costs in the Assets section of the Consolidated Balance Sheets. See the next table for deferred financing costs included in the Asset section of the Consolidated Balance Sheets.



Deferred Financing Costs, net ⁽¹⁾
	March 31, 2017		December 31, 2016
CorEnergy Credit Facility	$	1,914,929	$	2,168,518
(1) This is the portion of deferred financing costs which relate to a revolving credit facility and are not presented as a reduction to Long-term debt but rather as Deferred Costs in the Asset section of the Consolidated Balance Sheets.



Deferred Financing Cost Amortization Expense⁽¹⁾⁽²⁾
	For the Three Months Ended
	March 31, 2017		March 31, 2016
CorEnergy Credit Facility	$	272,074	$	262,302
Pinedale Credit Facility	—		156,330
Total Deferred Debt Cost Amortization	$	272,074	$	418,632
(1) Amortization of deferred debt issuance costs is included in interest expense in the Consolidated Statements of Income.
(2) For the amount of deferred debt costs amortization relating to the Convertible Notes included in the Consolidated Statements of Income, see the Convertible Debt footnote.

The remaining contractual principal payments as of March 31, 2017 under the CorEnergy and Pinedale credit facilities are as follows:



Total Remaining Contractual Payments
Year	CorEnergy Revolver		CorEnergy Term Loan		Pinedale Credit Facility		Total
2017	$	—	$	4,845,000	$	501,416	$	5,346,416
2018	—		6,460,000		668,556		7,128,556
2019	44,000,000		23,820,000		668,556		68,488,556
2020					668,556		668,556
2021	—		—		5,554,760		5,554,760
Thereafter	—		—		—		—
Total	$	44,000,000	$	35,125,000	$	8,061,844	$	87,186,844

CorEnergy Credit Facilities

On March 30, 2016, the Company drew $44.0 million on the CorEnergy Revolver in conjunction with the refinancing of the Pinedale Credit Facility. See below for further details. As of March 31, 2017, the Company has approximately $53.3 million of available borrowing base capacity on the CorEnergy Revolver and was in compliance with all covenants under the CorEnergy Credit Facility. On April 18, 2017, the Company repaid the $44.0 million in outstanding borrowings on the CorEnergy Revolver with a portion of the proceeds from a follow-on offering of its 7.375% Series A Cumulative Redeemable Preferred Stock, as discussed further in Note 14, Subsequent Events.

Pinedale Credit Facility

On December 20, 2012, Pinedale LP closed on a $70 million secured term credit facility. Outstanding balances under the original facility generally accrued interest at a variable annual rate equal to LIBOR plus 3.25 percent. This credit facility was secured by the Pinedale LGS asset. The credit facility remained in effect until December 31, 2015, with an option to extend through December 31, 2016. Although the Company elected not to extend the facility for an additional one-year period it did amend the facility to extend the maturity date to March 30, 2016. During the extension period, the company made principal payments of $3.2 million and the credit facility bore interest on the outstanding principal amount at LIBOR plus 4.25 percent.

On March 4, 2016, the Company obtained a consent from its lenders under the CorEnergy Credit Facility, which permitted the Company to utilize the CorEnergy Revolving Credit Facility to refinance the Company's pro rata share of the remaining balance of the Pinedale secured term credit facility. On March 30, 2016, the Company and Prudential ("the Refinancing Lenders"), refinanced the remaining $58.5 million principal balance of the $70 million credit facility (on a pro rata basis equal to their respective equity interests in Pinedale LP, with the Company’s 81.05 percent share being approximately $47.4 million) and executed a series of agreements assigning the credit facility to CorEnergy Infrastructure Trust, Inc. as Agent for the Refinancing Lenders. The facility was further modified to extend the maturity date to March 30, 2021; to increase the LIBOR Rate to the greater of (i) 1.00 percent and (ii) the one-month LIBOR rate; and to increase the LIBOR Rate Spread to seven percent (7.00 percent) per annum. The Company's portion of the debt and interest is eliminated in consolidation and Prudential's portion of the debt is shown as a related-party liability. The Company also terminated one of two related interest rate swaps with a notional amount of $26.3 million.

The Company has provided to Prudential a guarantee against certain inappropriate conduct by or on behalf of Pinedale LP or us. The credit facility also requires that Pinedale LP maintain minimum net worth levels and certain leverage ratios, which along with other provisions of the credit facility limit cash dividends and loans to the Company. At March 31, 2017, the net assets of Pinedale LP were $146.3 million and Pinedale LP was in compliance with all of the financial covenants of the secured term credit facility.