Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 16, 2019
CorEnergy Infrastructure Trust, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Maryland | 1-33292 | 20-3431375 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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1100 Walnut, Suite 3350, Kansas City, MO | | 64106 |
(Address of Principal Executive Offices) | | (Zip Code) |
(816) 875-3705
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 3.02 | Unregistered Sales of Equity Securities. |
On January 16, 2019, CorEnergy Infrastructure Trust, Inc. ("CorEnergy" or the "Company") agreed with three holders of its 7% Convertible Senior Notes due 2020 (the “2020 Notes”) to exchange $43.8 million face amount of such notes for an aggregate of 837,040 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) plus aggregate cash consideration of $19.8 million. After such exchange, the balance of the face amount of the 2020 Notes will be reduced to approximately $70.2 million, from $114.0 million.
The issuance of Common Stock in exchange for certain of the outstanding 2020 Notes as described above is being made in reliance on the exemption from registration provided in Section 3(a)(9) of the Securities Act of 1933, as amended, on the basis that the exchange constitutes an exchange with existing security holders of the Company and no commission or other remuneration was paid or given for soliciting such exchange.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | CORENERGY INFRASTRUCTURE TRUST, INC. |
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Dated: | January 17, 2019 | By: | /s/ Rebecca Sandring | |
| | | Rebecca Sandring | |
| | | Secretary | |