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

Quarterly report pursuant to Section 13 or 15(d)

Subsequent Events

Subsequent Events

3 Months Ended

Mar. 31, 2015

The Company performed an evaluation of subsequent events through the date of the issuance of these financial statements and determined that no additional items require recognition or disclosure, except for the following:

PORTFOLIO UPDATE

Sale of EIP

On April 1, 2015, the Company received a payment of $7.7 million pursuant to a definitive Purchase Agreement with PNM to sell the Company’s 40 percent undivided interest in the EIP, upon termination of the PNM Lease Agreement on April 1, 2015. Refer to Note 4, Leases, for additional discussion of the Purchase Agreement with PNM.

Black Bison

Due to reduced drilling activity in Black Bison WS’s area of operations, Black Bison WS requested, and the Company has granted, a waiver of certain financial covenants. One of those waivers will remain in place through December 31, 2015. In addition, the Company has not yet received the first amortization payment from Black Bison WS, which was due March 31, 2015. The Company has no reason to believe the notes receivable with Black Bison are not fully collectible as of March 31, 2015.

COMMON STOCK DIVIDEND DECLARATION

On April 29, 2015, our Board of Directors declared the 2015 first quarter dividend of $0.135 per share for CorEnergy common stock. The dividend is payable on May 29, 2015, to shareholders of record on May 15, 2015.

PREFERRED STOCK DIVIDEND DECLARATION

On April 29, 2015, our Board of Directors also declared a cash dividend of $0.635069444 per depositary share for the Company’s 7.375% Series A Cumulative Redeemable Preferred Stock for the quarter ending March 31, 2015. The preferred

stock dividend is payable on June 1, 2015 to shareholders of record on May 15, 2015.

MANAGEMENT AGREEMENT

On May 8, 2015, the Company entered into a new Management Agreement with Corridor, effective as of May 1, 2015 (the “New Management Agreement”), that replaced the prior Management Agreement. The following material terms of the prior Management Agreement, as described in our Annual Report on Form 10-K for the year ended December 31, 2014, are carried forward in the New Management Agreement:


•	Under the New Management Agreement, Corridor (i) presents the Company with suitable acquisition opportunities consistent with the investment policies and objectives of the Company, (ii) is responsible for the day-to-day operations of the Company, and (iii) performs such services and activities relating to the assets and operations of the Company as may be appropriate.

•

The terms of the New Management Agreement provide for a quarterly management fee equal to 0.25 percent (1.00 percent annualized) of the value of the Company’s Managed Assets as of the end of each quarter. For purposes of the New Management Agreement, “Managed Assets” is determined in the same manner as under the prior Management Agreement, as described in Item 1 of our Annual Report on Form 10-K.


•	The New Management Agreement also includes a quarterly incentive fee of 10 percent of the increase in distributions paid over a threshold distribution equal to $0.125 per share per quarter, and requires that at least half of any incentive fees be reinvested in the Company’s common stock.

The New Management Agreement varies from the prior Management Agreement in three principal ways. First, the new agreement eliminates the ability of the independent directors to terminate the agreement for poor investment performance. However, the New Management Agreement gives a majority of the stockholders of the Company, or two-thirds of the independent directors, the ability to terminate the agreement for any reason on thirty (30) days’ prior written notice, so long as that notice is delivered with a termination payment equal to three times the base management fee and incentive fee paid to the manager in the last four quarters. Second, the New Management Agreement clarifies that the manager is to be reimbursed for all fees and travel expenses incurred by its staff while conducting business expected to benefit the Company. Finally, the New Management Agreement, which does not have a specific term, and will remain in place unless terminated by the Company or Corridor in the manner permitted pursuant to the agreement, deletes certain references to the Investment Company Act of 1940 that are no longer relevant to the Company. The foregoing description of the terms of the New Management Agreement is qualified in its entirety by reference to the full terms of such agreement, a copy of which is filed as an exhibit to this report.