8-K

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 22, 2015

CorEnergy Infrastructure Trust, Inc.

 (Exact Name of Registrant as Specified in Its Charter)

Maryland	1-33292	20-3431375
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1100 Walnut, Ste. 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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01Regulation FD Disclosure

On January 22, 2015, the Company issued a press release announcing that it intends to commence an underwritten public offering of depositary shares, each representing 1/100th of a share of its newly designated Series A Cumulative Redeemable Preferred Stock, which will pay quarterly dividends at an annual rate to be set at the pricing of the offering.  The offering will be made, subject to market and other conditions, pursuant to a prospectus supplement and an accompanying prospectus filed as part of an effective shelf registration statement filed with the Securities and Exchange Commission on Form S-3.  Wells Fargo Securities, BofA Merrill Lynch, and Stifel will act as joint book running managers for the offering.  The Company plans to use the net proceeds from the offering from the offering to repay indebtedness under CorEnergy’s revolving line of credit and for general corporate purposes.

The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release announcing Proposed Offering of Series A Cumulative Redeemable Preferred Stock, dated  January 22, 2015

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.

	CORENERGY INFRASTRUCTURE TRUST, INC.
Dated:  January 22, 2015	By:	/s Rebecca M. Sandring
		Rebecca M. Sandring
		Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press Release announcing Proposed Offering of Series A Cumulative Redeemable Preferred Stock, dated  January 22, 2015

EX-99.1

Exhibit 99.1

CorEnergy Announces Offering of Series A Cumulative Redeemable Preferred Stock

FOR IMMEDIATE RELEASE

KANSAS CITY, Mo. – January 22, 2015 – CorEnergy Infrastructure Trust, Inc. (“CorEnergy”) (NYSE: CORR) today announced that it has commenced an underwritten public offering of depositary shares, each representing 1/100th of a share of its newly designated Series A Cumulative Redeemable Preferred Stock, which will pay quarterly dividends at an annual rate to be set at the pricing of the offering.  CorEnergy has granted the underwriters a 30-day option to purchase additional depositary shares of the preferred stock.

CorEnergy intends to file an application to list the depositary shares on the New York Stock Exchange ("NYSE") under the symbol "CORRPrA". If the application is approved, CorEnergy expects trading of the depositary shares on the NYSE to commence within the 30-day period from the closing of the offering.  CorEnergy intends to use the net proceeds from the offering to repay indebtedness under CorEnergy’s revolving line of credit and for general corporate purposes.

Wells Fargo Securities, BofA Merrill Lynch, and Stifel are acting as the joint book running managers for the offering.

The shares of preferred stock are being offered pursuant to an effective shelf registration statement that the Company previously filed with the U.S. Securities and Exchange Commission under the name Tortoise Capital Resources Corp.

Electronic copies of the preliminary prospectus supplement and accompanying base prospectus are available from the SEC website at www.sec.gov.

Hard copies of the preliminary prospectus supplement and base prospectus related to the offering can be obtained from: Wells Fargo Securities, LLC, 608 2nd Avenue, South Minneapolis, MN 55402, Attention: WFS Customer Service, toll-free: 800-645-3751 or emailing: wfscustomerservice@wellsfargo.com, or from BofA Merrill Lynch, Attention: Prospectus Department, 222 Broadway, New York, NY 10038, email dg.prospectus_requests@baml.com.

About CorEnergy Infrastructure Trust, Inc.

CorEnergy Infrastructure Trust, Inc. (NYSE: CORR), the first publicly listed Real Estate Investment Trust (REIT) focused on energy infrastructure, primarily owns U.S. real assets used by energy companies and utilities under long-term triple net participating leases. These stable, utility-like assets include pipelines, storage tanks, transmission lines and gathering systems. For more information, please visit corenergy.corridortrust.com.

Safe Harbor Statement

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of, securities in any state or jurisdiction in which such offer or solicitation or sale would be unlawful prior to registration or qualification under the laws of such state or jurisdiction.

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 those 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.

Contact Information:

Investor Relations, 877-699-CORR (2677), info@corridortrust.com­­­

1100 Walnut, Suite 3350, Kansas City, MO 64106 | Main: 816-875-3705 | Fax: 816-875-5875 | corridortrust.com