| Schedule of Noncontrolling Interest |
Pursuant to the terms of the Third LLC Agreement, the Grier Members' and the Company's interests in Crimson are summarized in the table below:
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Grier Members |
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CorEnergy |
| Economic ownership interests in Crimson Midstream Holdings, LLC |
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(in units, except as noted) |
| Class A-1 Units |
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1,613,202 |
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— |
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| Class A-2 Units |
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2,436,000 |
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— |
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| Class A-3 Units |
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2,450,142 |
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— |
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| Class B-1 Units |
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— |
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10,000 |
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| Voting ownership interests in Crimson Midstream Holdings, LLC |
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| Class C-1 Units |
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505,000 |
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495,000 |
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| Voting Interests of C-1 Units (%) |
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50.50 |
% |
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49.50 |
% |
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| Schedule of Distributions Payable |
The following table summarizes the distributions payable under the A-1, A-2 and A-3 units as if the Grier Members held the Series C Preferred, Series B Preferred and Class B Common Stock, respectively. The A-1, A-2 and A-3 units are entitled to the distribution regardless of whether the corresponding Company security is outstanding.
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| Units |
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Distribution Rights of CorEnergy Securities |
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Liquidation Preference |
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Annual Distribution per Share |
| A-1 Units |
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9.00% Series C Exchangeable Preferred Stock |
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$ |
25.00 |
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$ |
2.25 |
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| A-2 Units |
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4.00% Series B Redeemable Preferred Stock(1)
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25.00 |
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1.00 |
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| A-3 Units |
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Class B Common(2) (3)
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N/A |
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Varies(2)(3)
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(1) If, by the first anniversary of the original issue date of the Series B Preferred, (i) the affirmative vote of the holders of the issued and outstanding common stock have not approved the convertibility of the Series B Preferred to Class B Common Stock or (ii) any other action or consent necessary for such convertibility has not occurred as of such date, then (i) the dividend rate for the Series B Preferred will increase from 4.00% per annum to 11.00% per annum as of such anniversary. |
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(2) (A) For the fiscal quarters of the Company ending June 30, 2021, September 30, 2021, December 31, 2021 and March 30, 2022, the Common Stock Base Dividend Per Share shall equal $0.05 per share per quarter; (B) for the fiscal quarters of the Company ending
June 30, 2022, September 30, 2022, December 31, 2022 and March 30, 2023, the Common Stock Base Dividend Per Share shall equal $0.055 per share per quarter; and (C) for the fiscal quarters of the Company ending June 30, 2023, September 30, 2023, December 31, 2023 and March 30, 2024, the Common Stock Base Dividend Per Share shall equal $0.06 per share per quarter. The Class B Common dividend is subordinated based on a distribution formula described in footnote (3) below.
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(3) For the fiscal quarters of the Company ending June 30, 2021, September 30, 2021, December 31, 2021 and March 31, 2022, each share of Class B Common Stock shall be entitled to receive dividends equal to the quotient of (i) difference of (A) First Year Cash Available for Distribution ("CAFD") multiplied by 0.25 and (B) 1.25 multiplied by the Common Stock Base Dividend, divided by (ii) shares of Class B Common Stock issued and outstanding multiplied by 1.25. However, under no circumstances can the Class B Common Stock dividend be greater than the Common Stock dividend. |
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