CorEnergy's Plan of Reorganization Confirmed by Bankruptcy Court
Plan Receives Overwhelming Support from Voting Creditors and Equity Holders
Confirmation Paves the Way for Company's Emergence from Chapter 11 Protection
CorEnergy Infrastructure Trust, Inc. (OTC:CORRQ, CORRL))) ("CorEnergy" or the "Company") announced that the U.S. Bankruptcy Court for the Western District of Missouri (the "Court") confirmed its Chapter 11 Plan of Reorganization (the "Plan") on May 24, 2024.
Creditors and existing preferred equity holders entitled to vote overwhelmingly supported the Plan. Upon emergence from bankruptcy, which is expected to occur on June 12, 2024 (the "Effective Date"), the common stock of the reorganized Company will be owned by the holders of its 5.875% Unsecured Convertible Senior Notes due 2025 (the "Senior Notes") and existing preferred equity (the "Preferred Equity"). The Company expects to continue to qualify as a real estate investment trust.
CorEnergy plans to pursue an over-the-counter listing for the shares of common stock, providing liquidity for its equity owners while reducing overhead expenses to a level commensurate with its smaller size. The Company expects to post an investor presentation giving effect to the Plan prior to, or shortly after, the Effective Date
"We are pleased that our financial stakeholders voted in favor of the recapitalization of our balance sheet, following the successful sale of the MoGas and Omega Pipelines, and the full repayment of our secured debt," said Dave Schulte, Chairman and Chief Executive Officer of CorEnergy. "These transactions were the result of a comprehensive strategic review process in which our board and advisors analyzed all reasonably available alternatives given the challenging market conditions we have faced since 2020."
"Crimson Pipeline has operated as usual throughout the Company's restructuring process and is expected to continue doing so," said Robert Waldron, President of CorEnergy. "We await a decision on our requested San Pablo Bay rate relief before the California Public Utilities Commission to ensure the viability of the Crimson Pipeline assets, which we anticipate in late 2024. We also continue to evaluate potential opportunities to redeploy our assets into energy transition."
Reorganization Matters
By number of creditors voting, the Plan received unanimous support from holders of the Grier Member Claims, greater than 99% support from holders of the Senior Notes and 78% support from the holders of the Preferred Equity.
Upon emergence from bankruptcy, which is expected to occur on June 12, 2024 (the "Effective Date"), the following will occur:
- Existing common stock will be cancelled.
- 7.375% Series A Cumulative Redeemable Preferred Stock ("Preferred Stock") will be cancelled, and the holders will receive shares of new common stock ("New Common Stock"). No action is required on the part of the holders and the New Common Stock will be deposited into their existing accounts.
- 5.875% Convertible Senior Notes due 2025 ("Senior Notes") will be cancelled and the holders will receive a combination of cash, New Common Stock and a pro rata participation interest in a new $45 million loan due 2029 bearing 12% interest ("Term Loan"). No action is required on the part of the holders to receive the cash and New Common stock. Each holder will receive instructions to complete a signature page and provide the Term Loan administrative agent other required information to join the Term Loan. Senior Note holders that do not comply within one year of the Effective Date will forfeit their interest in the Term Loan.
- The Company expects the New Common stock will be traded in the OTC market.
- CorEnergy will no longer file reports with the Securities and Exchange Commission.
- The Company's corporate headquarters will be relocated to Denver, Colorado.
- Robert Waldron, currently President and Chief Financial Officer of CorEnergy, will be the new Chief Executive Officer.
- A new Board of Directors will be seated.
Husch Blackwell LLP served as legal counsel to the Company, Teneo Capital LLC as its financial advisor and Miller Buckfire as its investment banker. Faegre Drinker Biddle & Reath LLP served as legal counsel to the Ad Hoc Group of Noteholders and Perella Weinberg Partners and TPH&Co., the energy business of Perella Weinberg Partners, as its investment bankers.
Court filings and information about the Chapter 11 case are available on a separate website (https://cases.stretto.com/corenergy) administered by CorEnergy's claims agent, Stretto. Information is also available by calling (833) 345-0351 (Toll-Free) and (949) 340-5692 (International).
About CorEnergy Infrastructure Trust, Inc.
CorEnergy Infrastructure Trust, Inc. is a real estate investment trust that owns and operates regulated crude oil pipelines and associated rights-of-way. For more information, please visit corenergy.reit.
Forward-Looking Statements
With the exception of historical information, certain statements contained in this presentation may include "forward- looking statements," which are statements other than statements of historical facts, such as those pertaining to our expected operations upon emergence from bankruptcy, pursuit of an over-the-counter listing our shares of common stock, plans to provide our equity owners with liquidity, expected cost reductions, expected rate increases, pursuit of growth and energy transition opportunities, continued qualification as a REIT, capital resources and liquidity, and our planned acts relating thereto, and results of operations and financial condition. You can identify forward-looking statements by use of words such as "will," "may," "should," "could," "believes," "expects," "anticipates," "estimates," "intends," "projects," "goals," "objectives," "targets," "predicts," "plans," "seeks," or similar expressions or other comparable terms or discussions of strategy, plans or intentions. 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, changes in economic and business conditions; our ability to realize anticipated benefits of the financial restructuring from our bankruptcy; our ability to successfully execute on our strategy upon emergence from bankruptcy, including our pursuit of growth and energy transition opportunities; our ability to achieve expected cost savings; a decline in oil production levels; competitive and regulatory pressures; failure to realize the anticipated benefits of requested tariff increases; compliance with environmental, safety and other laws; our ability to access debt and equity markets and comply with existing debt covenants; risks associated with climate change; risks associated with changes in tax laws and our ability to continue to qualify as a REIT; among other factors. Such factors and other risks and uncertainties, which could impact the Company and the forward-looking statements contained herein are included in the Company's filings with the OTC Markets. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this presentation. Other than as required by law, CorEnergy does not assume a duty to update any forward-looking statement.
Source: CorEnergy Infrastructure Trust, Inc.
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