CorEnergy Announces Results of Annual Meeting, Conversion of Series C Preferred Equity
June 30 2021 - 8:00AM
Business Wire
CorEnergy Infrastructure Trust, Inc. (NYSE: CORR, CORRPrA)
("CorEnergy" or the "Company") today announced results from its
2021 annual meeting of stockholders. In addition, the Board of the
Company authorized management to enter into an agreement to convert
the right to receive the Company’s 9.0% Series C Preferred Stock
into 7.375% Series A Cumulative Redeemable Preferred Stock.
"We are grateful for the affirmative votes on all four 2021
annual meeting ballot items, and in particular the overwhelming
support of stockholders for the issuance of our Class B Common
Stock associated with the Crimson Transaction earlier this year and
the internalization of our REIT manager. We believe that both of
these ballot items represent important steps forward as we work to
build the industry’s first midstream infrastructure REIT that can
both own and operate select assets," said Dave Schulte, Chief
Executive Officer. "Additionally, the board authorization to enter
into an agreement to convert the right to receive our 9.0% Series C
Exchangeable Preferred equity into 7.375% Series A Cumulative
Redeemable Preferred equity, upon execution and assuming
effectiveness as of June 30, is expected to reduce our expected
annual preferred dividend cost by more than $450,000 and further
simplify our capital structure."
Annual Meeting of Stockholders Results
CorEnergy held its annual meeting of stockholders on June 29,
2021. At the meeting, voting stockholders approved all four items
of business described in the proxy statement:
(1)
to elect one director, David J.
Schulte, to serve until the Company’s 2024 annual meeting of
stockholders and until his successor is duly elected and
qualified;
(2)
to approve the issuance of Class
B Common Stock upon conversion of the Series B Preferred Stock
issuable pursuant to the terms of the Crimson Transaction;
(3)
to approve a Contribution
Agreement and the transactions contemplated by the Contribution
Agreement to internalize the Company’s external manager, Corridor
InfraTrust Management, LLC through the acquisition of Corridor in
exchange for the Internalization Consideration; and
(4)
to ratify the selection of Ernst
& Young LLP as the Company’s independent registered public
accounting firm for its fiscal year ending December 31, 2021.
Conversion of Right to Receive Series C Preferred
Stock
In the Crimson Transaction that closed on February 4, 2021, the
holders of certain units of Crimson were given the right to convert
those units into CorEnergy’s Series C Preferred Stock, which
carries a 9.0% annual dividend rate payment in cash. Upon issuance,
the Series C Preferred Stock could be converted by the holder into
7.375% Series A Cumulative Redeemable Preferred Stock. In addition,
CorEnergy had the right to elect for the exchange if the Series A
Preferred equity volume weighted average trading price was greater
than $23.50 for 30 consecutive trading days, which has been the
case since June 4, 2021. This action by the Board of Directors
contemplates an agreement between the Company and the holders of
the Crimson units with the right to receive CorEnergy’s Series C
Preferred Stock, to instead give such holders the right to convert
the Crimson units directly into Depositary shares representing
7.375% Series A Cumulative Redeemable Preferred Stock. In choosing
to accelerate the transaction, the board and the holders of those
Crimson units believe the capital structure is simplified and the
Company is able to lock in additional dividend savings for the
prospective benefit of all equity holders in CorEnergy.
About CorEnergy Infrastructure Trust, Inc.
CorEnergy Infrastructure Trust, Inc. (NYSE: CORR, CORRPrA) is a
real estate investment trust that owns and operates or leases
regulated natural gas transmission and distribution lines and crude
oil gathering, storage and transmission pipelines and associated
rights-of-way. 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, among others, failure to
realize the anticipated benefits of the Transaction or
Internalization; the risk that CPUC approval is not obtained, is
delayed or is subject to unanticipated conditions that could
adversely affect CorEnergy or the expected benefits of the
Transaction, risks related to the uncertainty of the projected
financial information with respect to Crimson, the risk that a
condition to the closing of the Internalization may not be
satisfied, CorEnergy’s ability to consummate the Internalization,
and those factors 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.
Source: CorEnergy Infrastructure Trust, Inc.
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version on businesswire.com: https://www.businesswire.com/news/home/20210630005297/en/
CorEnergy Infrastructure Trust, Inc. Investor Relations Debbie
Hagen or Matt Kreps 877-699-CORR (2677) info@corenergy.reit
CorEnergy Infrastructure (NYSE:CORR)
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