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):  June 6, 2017

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, 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:

☐ 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))

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. ☐

Item 7.01 Regulation FD Disclosure.

On June 6, 2017, representatives of CorEnergy Infrastructure Trust, Inc. (the “Company”) will be conducting one-on-one meetings with investors, potential investors and other third parties at REITWeek 2017, NAREIT’s Investor Forum.  As previously announced, Richard C. Green, Executive Chairman of  the Company, will also present at REITWeek 2017 at 2:45 am Eastern time on June 7, 2016. The live audio webcast and presentation materials will be available at the following link: https://reitstream.com/reitweek2017/corenergy, and a replay will be archived on the Events & Presentations page of the Company’s website for 90 days after the presentation concludes.

A copy of the slides that will be used for the Company’s one-on-one meetings and for the presentation is furnished as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

d) Exhibits

99.1 CorEnergy REITWeek 2017 Presentation

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:  June 6, 2017	By:	/s/ David J. Schulte
		David J. Schulte
		President and CEO

Exhibit Index

Exhibit No.	Description
99.1	CorEnergy REITWeek 2017 Presentation

EX-99.1

Exhibit 99.1

 REITWeek 2017Rick Green, Executive ChairmanJune 7, 2017  LISTED  CORR  NYSE 

 Infrastructure assets have desirable investment characteristics    Long-lived assets, critical to tenant operationsHigh barriers to entry with strategic locationsContracts provide predictable revenueLimited sensitivity to price/volume changes  Asset Fundamentals  High cash flow component to total returnAttractive potential risk-adjusted returnsDiversification vs. other asset classesPotential inflation protection  Investment Characteristics  Infrastructure assets are essential for our customers’ operations to produce revenueCorEnergy’s triple-net leases and other contracts generate operating expense for our tenantsTotal long-term return of 8-10% on assets from base rents, plus acquisitions and participating rentsGrowing CorEnergy through disciplined acquisitions that are accretive to AFFO and dividends per share  Infrastructure REIT Strategy Overview 

 Key Gating Items  IRS guidance supports CorEnergy portfolio  September 2009:IRS issues PLR on transmission & distribution assets  September 2016:IRS issues final regulations on definition of real property   June 2007:IRS issues PLR on pipelines  June 2010:IRS issues PLR on storage  December 2012:IRS issues PLR on offshore platforms  2013:CorEnergy’s first year qualifying as a REIT    2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017    The IRS classifies the following infrastructure assets as real property1:Transmission linesPipelinesOffshore drilling platformsStorage structures, i.e. silos and oil and gas storage tanksStationary wharves and docks  (1) Internal Revenue Bulletin: 2016-39, T.D. 9784 Definition of Real Estate Investment Trust Real Property  April 2011:TTO (predecessor to CORR) shareholders approve withdrawal of BDC election, with intent to become a REIT 

 Key Gating Items  Comparison of technical characteristics of infrastructure vehicles  Institutional, tax exempt and non-U.S. investors desire access to the infrastructure asset class  REIT structure provides more attractive access to energy infrastructure than MLP & Fund structures 

 Differentiated and larger investor audience for REITs than MLPs  (1) Fidelity Sectors & Industry Overviews, May 31, 2017(2) Estimated using Bloomberg Shareholder Data(3) Includes preferred stock and convertible bonds  Utility & REIT markets are larger and more institutional than MLP  Market Cap: ~$1.1Tn(1)(2)   Market Cap: ~$1.2Tn(1)(2)   REITs  Market Cap: ~$295bn(1)(2)   MLPs  Utilities      Retail  Institutional    Insiders & Sponsors  Market Cap: ~$670mm(2)(3)   CorEnergy  Tortoise Capital    <1%  30%  31%  35%  4%  <1%  <1% 

 Infrastructure real property  Assets of highest strategic priority  LOGISTICS & TRANSPORTATION  (1) Select components only  PIPELINES & STORAGE    Gas & NGL PipelinesWater & CO2 PipelinesStorage TerminalsCrude & Refined Oil PipelinesOffshore Platforms    RailRail / River Access TerminalsSeaportsAirports    Transmission LinesDistribution LinesHydro FacilitiesWind and Solar Facilities(1)  POWER 

 Energy infrastructure is utility-like 

 Infrastructure provides stable cash flows  CorEnergy owns mission critical assetsLease payments are “operating” expenses, not “financing” expensesIn bankruptcy, real property operating leases are subject to special provisionsCORR stock moved with commodity prices; revenue and dividends were stable    Commodity Prices vs. CORR Performance Metrics  in millions  Indexed Commodity & Share Price 

 Increasing opportunities for CorEnergy’s pipeline  Which one or two options do you think will be the most likely path that lenders & borrowers will take if faced with a borrowing base deficiency in spring 2017?2  U.S. Rig Count Normalizing1    Commodity prices are stabilizing, this promotes growthand a need to fund new drilling plans and capital expenditures      CorEnergy has capital to pursue opportunities quickly  Baker Hughes North American Rig Count, May 26, 2017Haynes and Boone, LLP Borrowing Base Redetermination Survey, April 4, 2017 

 (1) Paid off March 31, 2016(2) Upsized from $93 million on July 8, 2015   CORR has pioneered broad access to deep capital markets  Common Stock  Bank Debt  $30,000,000Co-Investor Equity for Pinedale LGS AcquisitionJoint Venture Partner:Prudential FinancialDecember 2012    $70,000,0001Project Level Debt for Pinedale LGS AcquisitionLead Bank:December 2012    Junior Capital  $101,660,000Common StockLead Underwriters:November 2014      $108,000,0002Revolving Line of CreditLead Banks:November 2014  $45,000,000Term Loan DebtLead Banks:July 2015    $115,000,0007% Convertible BondsLead Underwriters:June 2015    $89,700,000Common StockLead Underwriters:December 2012    $77,625,000Common StockLead Underwriters:June 2015    $48,587,500Common Stock Lead Underwriter:January 2014      $56,300,000Series A 7.375% Cumulative Preferred StockLead Underwriters:January 2015  $73,750,000Series A 7.375% Cumulative Preferred StockLead Underwriters:April 2017   

 Conservative capital structure and access to liquidity  Conservative capital structure enabled CORR to weather storm of the energy downturnLiquidity position provides flexibility to act on acquisition opportunities  1) As adjusted reflects impact of ~$74 million preferred offering and paydown of outstanding borrowings and accrued interest of $44.1 million on the credit facility, as if these events had occurred on March 31, 20172) Sum of CORR and related party debt  As adjusted1 Total Debt/Total Capitalization of 24% is at low end of 25-50% target ratio  As adjusted1 Preferred/Total Equity of 27% is below 33% target ratio  Capital Structure 

 Financing Optionality  Outlook for 2017  One to Two AcquisitionsSize Range of $50-250 Million  Active Deal Pipeline    1) Reflects impact of ~$74 million preferred offering and paydown of outstanding borrowings and accrued interest of $44.1 million on the credit facility, as if these events had occurred on March 31, 2017    Long-term Stable & Growing Dividend  $135.8 million of available liquidity1Bank DebtConvertible DebtPreferred EquityCommon EquityCo-Investors 

 APPENDIX 

 Becky SandringSenior Vice President, Secretary & TreasurerMs. Sandring has over 20 years of experience in the energy industry. Prior to CorEnergy, Ms. Sandring was a Vice President with The Calvin Group. From 1993-2008, Ms. Sandring held various roles at Aquila Inc., formerly UtiliCorp United.  CorEnergy Senior Management  Dave SchulteCo-Founder, CEO & PresidentMr. Schulte has 27 years of investment experience, including 18 years in the energy industry. Previously, Mr. Schulte was a co-founder and Managing Director of Tortoise Capital Advisors, an investment advisor with $16 billion under management. and a Managing Director at Kansas City Equity Partners (KCEP). Before joining KCEP, he spent five years as an investment banker at the predecessor of Oppenheimer & Co.  Rick GreenCo-Founder, Executive ChairmanMr. Green has spent more than 30 years in the energy industry, with 20 years as CEO of Aquila, Inc., an international electric and gas utility business and national energy marketing and trading business. During his tenure, Mr. Green led the strategy and successful business expansion of Aquila, Inc. to a Fortune 30 company.  Jeff FulmerSenior Vice PresidentMr. Fulmer is a petroleum engineer and professional geologist with more than 30 years of energy industry experience. Prior to joining CorEnergy, Mr. Fulmer spent six years as a Senior Advisor with Tortoise Capital Advisors, led a post 9/11 critical infrastructure team for the U.S. Department of Defense, and held leadership and technical positions with Statoil Energy, ARCO Oil and Tenneco Oil Exploration and Production.  Rick KreulPresident, MoGas, LLC & MoWood, LLCMr. Kreul, a mechanical engineer with more than 35 years of energy industry experience, serves as President of CorEnergy’s wholly-owned subsidiaries, Mowood LLC and MoGas Pipeline LLC. Previously, Mr. Kreul served as Vice President of Energy Delivery for Aquila, Inc., Vice President for Inergy, L.P., and various engineering and management roles with Mobil Oil.  Nate PoundstoneChief Accounting OfficerMr. Poundstone has 18 years of experience in the accounting profession. Prior to joining CorEnergy, Mr. Poundstone was Vice President and Chief Accounting officer with CVR Energy, a diversified holding company primarily engaged in the petroleum refining and nitrogen fertilizer manufacturing industries. Prior to CVR Energy, he held various audit and professional practice roles as a senior manager with KPMG LLP.  Jeff TeevenVice President, FinanceMr. Teeven has more than 20 years of experience in private equity management and mergers and acquisitions in multiple sectors including energy. He served as a founding partner of Consumer Growth Partners, a private equity firm focused on the specialty retail and branded consumer products sectors, as well as 10 years with Kansas City Equity Partners (KCEP).  Wesley BrownSenior Manager, Business DevelopmentMr. Brown oversees financial modeling and financial forecasting for potential acquisitions and assists with due diligence. Prior to CorEnergy, Mr. Brown worked for Regency Energy Partners; and Orix USA, a leveraged finance firm focused on lending to private-equity sponsored middle-market companies. 

 Portfolio of essential assets  CorEnergy assets critically support our partners in conducting their businesses in the U.S. energy industry   

 Diluted common share financial metrics   1) The Company provides non-GAAP performance measures utilized by REITs, including NAREIT Funds From Operations (“NAREIT FFO”), Funds from Operations (“FFO”) and Adjusted Funds from Operations (“AFFO”). Due to legacy investments that we hold, we have historically presented a measure of FFO derived by further adjusting NAREIT FFO for distributions received from investment securities, income tax expense, net, and net distributions and dividend income. Management uses AFFO as a measure of long-term sustainable operational performance. See slides 19 to 21 for a reconciliation of NAREIT FFO, FFO and AFFO, as presented, to Net income attributable to CorEnergy common stockholders.  NAREIT Funds from Operations1  Funds from Operations1   Net Income to Common Shareholders  Adjusted Funds from Operations1  Dividends to Common Shareholders 

 Terminal value conviction                            Assets essential to operators’ cash flow support lease renewal expectations  Tenant may not devalue CORR’s asset, i.e. construct a replacement asset  CORR targets an AFFO to dividend coverage ratio of 1.5x                                         

 Corporate structure alignment with investors  CORR Expense Metrics vs. Peer Group1   Base Fee  Incentive Fee  Administration Fee  Grand Isle Gathering System  PinedaleLGS  MoGasPipeline  PortlandTerminal  OmegaPipeline      Assets  Fees  Management FeeServices provided:Presents the Company with suitable acquisition opportunities, responsible for the day-to-day operations of the Company and performs such services and activities relating to the assets and operations of the Company as may be appropriateBase Fees paid: Quarterly management fee equal to 0.25 percent (1.00 percent annualized) of the value of the Company’s Managed Assets3 as of the end of each quarterIncentive Fees paid: Quarterly incentive fee of 10 percent of the increase in distributions earned over a threshold distribution equal to $0.625 per share per quarter. The Management Agreement also requires at least half of any incentive fees to be reinvested in the Company’s common stockAdministrative FeeServices provided:Performs (or oversees or arranges for the performance of) the administrative services necessary for our operation, including without limitation providing us with equipment, clerical, bookkeeping and record keeping servicesFees paid: 0.04 percent of our aggregate average daily Managed Assets, with a minimum annual fee of $30 thousand  External Fee Structure   Corporate Structure  Peer group consists of REITs included in the RMZ index under $1BN market cap (excludes STAR, RAS)Gross Asset Value = Asset Value of Investment Properties + Accumulated Depreciation“Managed Assets” is defined as Total Assets of CORR minus the initial invested value of non-controlling interests, the value of any hedged derivative assets, any prepaid expenses, all of the accrued liabilities other than deferred taxes and debt entered into for the purposed of leverage      Management Agreement 

 Non-GAAP Financial Metrics: FFO/AFFO Reconciliation 

 Non-GAAP Financial Metrics: FFO/AFFO Reconciliation 

 Non-GAAP Financial Metrics: FFO/AFFO Reconciliation  1) The number of weighted average diluted shares represents the total diluted shares for periods when the Convertible Notes were dilutive in the per share amounts presented.  For periods presented without per share dilution, the number of weighted average diluted shares for the period is equal to the number of weighted average basic shares presented. 

 Non-GAAP Financial Metrics: Fixed-Charges Ratio  Fixed charges consist of interest expense, as defined under U.S. generally accepted accounting principles, on all indebtednessThis line represents the amount of preferred stock dividends accumulated as of March 31, 2017.