The information set forth under Item 2.03 “Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant” is incorporated herein by reference. Capitalized terms used and not defined in this report have the meanings assigned to such terms in the Company’s previously filed Quarterly Report on Form 10-Q for the quarter ended September 30, 2017.

On December 29, 2017, CorEnergy Infrastructure Trust, Inc. (“CorEnergy” or the “Company”) closed on its previously announced purchase of the remaining 18.95 percent equity interest held by The Prudential Insurance Company of America and managed by Prudential Capital Group (“Prudential”), in Pinedale Corridor, LP (“Pinedale LP”) for approximately $32.8 million. Concurrently, Pinedale LP entered into the $41 million asset level term debt facility described below, which was utilized to pay off the balance due under the existing Pinedale, LP credit facility, as to which CorEnergy and Prudential served as Refinancing Lenders. CorEnergy’s pro-rata proceeds from the repayment of the credit facility, including accrued interest, totaled $31.7 million.

On December 29, 2017, Pinedale LP entered into a Second Amended and Restated Term Credit Agreement and Note Purchase Agreement (the “Amended Term Credit Facility”), with Prudential and a group of lenders affiliated with Prudential as the sole lenders and Prudential serving as administrative agent. Under the terms of the Amended Term Credit Facility, Pinedale LP was provided with a 5-year $41.0 million term loan facility bearing interest at a fixed rate of 6.5%, which matures on December 29, 2022. Principal payments of $294,000, plus accrued interest, are payable monthly. The Amended Term Credit Facility limits distributions by Pinedale LP to the Company, although such distributions are permitted to the extent required for the Company to maintain its REIT qualification so long as Pinedale LP's obligations under the credit facility have not been accelerated following an Event of Default (as defined in the Amended Term Credit Facility). The Company also has provided to Prudential a guarantee against certain inappropriate conduct by or on behalf of Pinedale LP or CorEnergy.

Outstanding balances under the facility are secured by the Pinedale liquids gathering system assets. The Amended Term Credit Facility contains, among other restrictions, specific financial covenants including the maintenance of certain financial coverage ratios and a minimum net worth requirement which, along with other provisions of the credit facility, limit cash dividends and loans by Pinedale LP to the Company.

The description of the Amended Term Credit Facility set forth in this Item 2.03 is qualified in its entirety by the full Amended Term Credit Facility, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.

CorEnergy Infrastructure Trust, Inc. Exhibit
EX-10.1 2 secondamendedandrestatedte.htm EXHIBIT 10.1 Exhibit PINEDALE CORRIDOR,…
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About CorEnergy Infrastructure Trust, Inc. (NYSE:CORR)

CorEnergy Infrastructure Trust, Inc. is focused on acquiring and financing midstream and downstream real estate assets within the United States energy infrastructure sector and concurrently entering into long-term triple-net participating leases with energy companies. The Company also provides other types of capital, including loans secured by energy infrastructure assets. The Company owns assets, such as pipelines, storage terminals, and transmission and distribution assets. It assets include Grand Isle Gathering System, which is a subsea, crude oil pipeline system in the Gulf of Mexico; Pinedale Liquids Gathering System, which consists of approximately 150 miles of pipelines; Portland Terminal Facility, which is a rail and marine facility property; MoGas Pipeline System, which delivers natural gas to both investor-owned and municipal local distribution systems, and Omega Pipeline, which provides natural gas marketing services.