CorEnergy: Energy REIT Emerges After NYSE Delisting Triggers Restructuring

CorEnergy Infrastructure Trust, Inc., a Kansas City based REIT focused on energy infrastructure, filed chapter 11 petitions on February 25, 2024, in the U.S. Bankruptcy Court for the Western District of Missouri. The company entered a restructuring support agreement with holders of its 5.875% convertible senior notes after a NYSE delisting process triggered a repurchase obligation it could not fund. CorEnergy filed a prearranged plan on the petition date and targeted a rapid confirmation process.

By the filing date, CorEnergy had already sold the MoGas and Omega pipeline systems to Spire for $175 million in gross proceeds, leaving the Crimson Pipeline system in California as its remaining operating asset. Under the plan, noteholders received a mix of cash, new secured debt, and the majority of the reorganized equity, while preferred stockholders received a minority equity stake and common stockholders were wiped out. The court confirmed the plan on May 24, 2024, and the restructuring became effective on June 12, 2024, when CorEnergy emerged from chapter 11, appointed Robert Waldron as CEO, and moved its headquarters to Denver.

Debtor(s)	CorEnergy Infrastructure Trust, Inc.
Court	U.S. Bankruptcy Court, Western District of Missouri
Case Number	24-40236-can11
Judge	Hon. Cynthia A. Norton
Petition Date	February 25, 2024
Plan Type	Prearranged chapter 11 plan
Plan Confirmation Date	May 24, 2024
Effective Date	June 12, 2024
Assets (latest available)	$14.49 million (as of January 31, 2024)
Total Debt (latest available)	$118.42 million (as of January 31, 2024)
Senior Notes Outstanding	$118.05 million (5.875% convertible notes due 2025)
Primary Operating Asset	Crimson Pipeline system in California

Prearranged Restructuring and Plan Terms

Restructuring support agreement. CorEnergy entered a restructuring support agreement with an ad hoc group that held about 90% of the outstanding senior notes. The agreement supported a prearranged chapter 11 plan that would restructure the notes, provide liquidity through a cash pool distribution, and recapitalize the company with new equity and takeback debt. The RSA was executed and filed on the petition date, keeping the case on a compressed timetable.

The company filed its plan and disclosure statement on the petition date and then filed amended versions on March 15, 2024. Court filings state that the RSA included commitments to support the plan and oppose efforts to appoint committees or to convert or dismiss the case, subject to customary fiduciary out provisions. That structure limited the scope of litigation risk in the early weeks of the case.

Plan structure and class treatment. The plan treated administrative, priority, and general unsecured claims as unimpaired and payable in full. The senior noteholders, who held $118.2 million of allowed claims, received the bulk of the reorganized equity and a secured takeback facility. Preferred stockholders received a smaller equity stake, while common stockholders were canceled. The following summary reflects the principal treatment terms described in court filings and public disclosures:

Court filings describe the senior note class as allowed at $118.24 million and receiving a pro rata share of the noteholder distributions, while the preferred equity class only received stock if it accepted the plan. The equity allocations were also subject to dilution by a management incentive plan and any other equity issued under plan documents. Unimpaired classes did not vote, while the impaired preferred class and noteholder class voted on the plan.

Cash pool and takeback debt. Court filings describe a $23.6 million cash pool distribution to noteholders and a new $45 million secured takeback facility with a five year term and a 12% coupon. The plan also contemplates a revolving credit facility with eligible senior noteholders, with proceeds restricted to emergency purposes. Public disclosures aligned with those terms, noting that noteholders would exchange their $118 million in notes for cash, $45 million of new secured debt, and approximately 89% of the reorganized equity.

Court filings also provide that any excess effective date cash, after required reserves, would be distributed to the senior note class. The combination of a cash payment and a smaller secured facility reduced funded debt compared with the prepetition note balance, while the equity allocation transferred control of the reorganized company to noteholders.

Preferred equity treatment. The plan provided preferred stockholders with approximately 11% of the reorganized equity if the class accepted the plan. The class voted to accept, with 78% support, and received new common stock on the effective date. Existing common stock was canceled.

Voting and confirmation. The court confirmed the plan on May 24, 2024. Voting results reflected near unanimous support from senior noteholders, unanimous support by number from Grier Member Claims holders, and majority support from preferred stockholders. Confirmation approved the disclosure statement, plan releases, and exit financing provisions necessary to consummate the restructuring.

The company filed a notice of the effective date in mid June 2024, and later sought a final decree to close the case in August 2024. The sequence reflects the prearranged timeline that moved the case from filing to effectiveness in a little over three months.

Case administration and advisors. Court filings identify Husch Blackwell LLP as debtors' counsel, Stinson LLP as special counsel and special conflicts counsel, and Stifel, Nicolaus & Co., Inc. as financial advisor and investment banker. Stretto, Inc. served as claims and noticing agent, managing the claims register and service of court notices throughout the case.

Company Overview and Asset Base

CorEnergy is a public REIT focused on energy infrastructure, a structure it has described as the first publicly traded REIT dedicated to that sector. The REIT structure allows ownership by institutions and investors that generally avoid MLP units, an advantage highlighted in midstream REIT research that compared the REIT market to the MLP market. CorEnergy historically generated revenue by owning and leasing midstream assets, with long lived infrastructure tied to crude oil and natural gas transportation.

The market context for this structure is material. The public REIT market was estimated at roughly $1 trillion in market capitalization, compared with about $250 billion for the MLP market, and IRS guidance in February 2019 expanded the definition of qualifying passive income for midstream contracts. Those differences can shape which investors participate in a capital raise and how midstream infrastructure assets are financed.

Asset portfolio evolution. At its peak, the portfolio included the MoGas natural gas transmission system in Missouri and the Omega distribution line serving Fort Leonard Wood, along with the Crimson Pipeline system in California. The MoGas system spans 263 miles and has interconnections with multiple interstate pipelines, while the Omega system covers 75 miles. The Crimson system consists of four crude oil pipeline systems totaling about 1,800 miles across California.

The Missouri assets were positioned as utility like infrastructure. The Pipeline and Gas Journal reported that MoGas interconnected with Mississippi River Transmission, Panhandle Eastern Pipe Line, Rockies Express, and Spire STL Pipeline, while the Omega system primarily served Fort Leonard Wood. Spire Midstream, the buyer, is a subsidiary of Spire Inc., a NYSE listed utility company.

Crimson acquisition. CorEnergy acquired Crimson Midstream Holdings in 2021 in a transaction valued at approximately $350 million. The structure included a 49.5% interest at closing with an option to acquire the remaining interest, funded by a mix of cash, equity, a contribution of the Grand Isle Gathering System, and new borrowings. The acquisition added a California based pipeline footprint connected to major refineries, while the company retained its Missouri assets until the 2024 sale.

The Crimson transaction also introduced a new operating leadership structure. John Grier became chief operating officer and joined the board at the time of the acquisition, and the company emphasized the strategic value of pipeline rights of way connecting production areas to refining complexes in California.

The acquisition was financed through a mix of cash, equity, and borrowings. CorEnergy reported raising $119.4 million of new equity and $105 million of borrowings and contributing the Grand Isle Gathering System as part of the consideration for Crimson. The structure increased scale and geographic concentration, which later shaped the restructuring when the Missouri assets were sold.

Post sale footprint. The MoGas and Omega sale closed in January 2024, leaving the Crimson system as the sole operating asset in chapter 11. CorEnergy described the transaction as a balance sheet deleveraging step, with proceeds used to repay the Crimson credit facility. The new capital structure assumed a smaller asset base with a single primary operating platform.

Management framed the transaction as a way to right size the capital structure for a smaller enterprise. In coverage of the filing, Hart Energy reported that CEO Dave Schulte said the restructuring would align leverage with the post sale footprint. That message carried into the prearranged plan, which was built around converting the remaining noteholder debt into equity and a smaller takeback facility.

Events Leading to the Filing

MoGas and Omega sale process. CorEnergy announced its agreement to sell MoGas and Omega to Spire in May 2023. The closing was delayed by a Federal Trade Commission second request, pushing the transaction into January 2024. The sale ultimately closed on January 19, 2024, generating about $165 million of net proceeds after taxes and transaction costs, and the company used those proceeds to repay and cancel about $109 million of the Crimson credit facility. The Pipeline and Gas Journal detailed the Missouri assets and their role in regional gas transport and military base service.

The original sale announcement noted that Spire planned to retain field operating personnel, a signal that the transaction was focused on asset ownership rather than operational shutdowns. That continuity helped preserve cash flow expectations in the months before the bankruptcy filing.

NYSE delisting and note repurchase trigger. On December 1, 2023, the NYSE announced delisting proceedings and immediately suspended trading in CorEnergy securities. The notice cited the company falling below the exchange's $15 million minimum average market capitalization over a consecutive 30 trading day period. Court filings describe how the delisting triggered a mandatory repurchase obligation for the convertible senior notes, an obligation CorEnergy could not fund with available liquidity after the sale process.

The note repurchase obligation applied to the 5.875% convertible senior notes due 2025 and required a repurchase at par, a cash requirement the company could not satisfy. The delisting therefore created a near term liquidity event even though the notes otherwise had a 2025 maturity. Court filings describe the resulting negotiations with the noteholder group, which ultimately supported the prearranged plan.

Operational and regulatory pressure. Court filings also point to declining throughput volumes, rising operating costs, and regulatory lag in California pipeline rate adjustments. The Crimson credit facility was scheduled to mature on February 3, 2024, and was extended to May 3, 2024, but refinancing efforts were unsuccessful. These factors, combined with the note repurchase trigger and the reduced asset base after the MoGas and Omega sale, set the stage for a prearranged restructuring.

By the time the credit facility maturity approached, CorEnergy had already committed to the Missouri asset sale, reducing the number of operating assets available to support a refinancing. The remaining pipeline system in California faced a regulatory process that can lag cost pressures, which court filings cite as a factor in liquidity planning for the Crimson business.

Public reporting on the filing. Trade and local business coverage also summarized the case structure. Hart Energy reported that CorEnergy filed with a prearranged plan and expected a quick emergence. Ingram's reported that the company listed assets around $14.5 million and total debt around $118.4 million and that the Crimson system would remain the sole operating asset post restructuring.

Those reports tracked the core elements of the RSA, including the noteholder support level and the expected timeline, and reinforced that the company was implementing a prearranged plan rather than a free fall filing. The public disclosures framed the restructuring as a balance sheet reset following the MoGas and Omega sale and the NYSE delisting trigger.

Capital Structure and Liquidity

Convertible notes and leverage. CorEnergy's principal funded debt at filing was $118.05 million of 5.875% unsecured convertible senior notes due 2025. Bankruptcy filings list total debts of $118.42 million as of January 31, 2024, consistent with public reporting that pegged total debt at about $118.4 million. The company reported total assets of $14.49 million as of the same date, a figure that aligns with public reporting that listed assets around $14.5 million.

Public coverage also described broader ranges for the petition estimates. Hart Energy reported that the company listed assets in a $10 million to $50 million range and liabilities in a $100 million to $500 million range at the time of filing, which matches the scale of the noteholder claims disclosed in court filings.

Effect of the MoGas and Omega sale. The January 2024 sale proceeds eliminated the Crimson credit facility, leaving the senior notes as the sole external funded debt. That simplification made the noteholder restructuring the central feature of the chapter 11 plan, with a mix of cash, takeback debt, and equity replacing the unsecured notes.

Intercompany balances and equity structure. Court filings describe intercompany loans of about $140 million owed by the Crimson entities to CorEnergy and its subsidiaries. The plan also addressed equity related claims tied to Crimson ownership, including the Grier Member Claims that received a small equity allocation in the reorganized company.

Local business coverage reported that general unsecured claims were expected to be paid in full, consistent with the plan's treatment of those claims as unimpaired. That treatment removed a potential source of creditor litigation and concentrated the restructuring in the noteholder and equity classes.

Prepetition capital structure snapshot.

Confirmation, Emergence, and Post Effective Date Steps

Confirmation and effective date. The plan was confirmed on May 24, 2024, and the restructuring became effective on June 12, 2024. On the effective date, the company canceled all common stock, issued new common shares to noteholders and preferred stockholders, and implemented the takeback debt facility and exit credit arrangements described in the plan.

The equity allocation reflected a transfer of control to noteholders. Court filings allocate 88.96% of the new common stock to the senior note class, 8.25% to preferred stockholders if the class accepted, and 2.79% to Grier Member Claims, subject to dilution. The company summarized the outcome as approximately 89% of reorganized equity to noteholders and about 11% to preferred holders, while common stock was canceled with no recovery.

Governance changes. CorEnergy appointed Robert Waldron as chief executive officer and moved its corporate headquarters to Denver, Colorado. The company also ceased SEC reporting after the restructuring and no longer trades on a national securities exchange.

Operating continuity. Management stated that the Crimson Pipeline system continued to operate through the restructuring and that the company expects a return to positive cash flow beginning in 2025. The post effective plan structure preserved the operating platform while shifting ownership to noteholders and preferred equity investors.

REIT status and dividends. In December 2024, CorEnergy declared a 2024 common stock dividend to maintain REIT qualification. The company disclosed that its board did not expect to declare or pay a dividend before the end of 2025, reflecting the balance between REIT compliance and the post restructuring capital plan.

Regulatory and Market Context for the Crimson Pipeline

California pipeline rate regulation. The Crimson system operates in California, where the California Public Utilities Commission regulates transportation rates and terms of service for petroleum pipelines. The CPUC allows market based pricing when competitive alternatives exist, but otherwise sets rates on a cost of service basis. That framework makes regulatory outcomes a material factor in pipeline cash flow and capital recovery.

The CPUC guidance notes that rate changes can be requested through advice letter filings or applications, and that the commission does not regulate petroleum product prices. It focuses on transportation rate structures and service terms, which can create lag between cost increases and approved tariff adjustments. Court filings in the CorEnergy case cite that regulatory timing as a factor in cash flow pressures.

Rights of way and asset criticality. CorEnergy has described its pipeline rights of way as difficult to replicate and central to the movement of crude oil and natural gas. The company emphasized on its corporate website that its assets connect upstream production to downstream refining and distribution systems, a feature that supports long term contract revenue even as the asset base became more concentrated in California.

Rate proceedings and financial implications. In 2025 reporting, E&E News described a CPUC proposal to raise rates on the San Pablo Bay pipeline from $2.36 per barrel to $3.75 per barrel, a 59% increase. The proposal included an interim increase retroactive to August 1, 2025 and followed appeals of earlier rate decisions to the governor. The company warned regulators that it could be forced to shut the pipeline without rate relief, highlighting the sensitivity of the system to regulatory outcomes.

Energy infrastructure REIT positioning. The midstream REIT structure positions CorEnergy differently from MLP peers. A Sidley Austin review noted that the public REIT market is larger than the MLP market and can attract capital from institutions and retirement accounts that generally avoid MLP units. CorEnergy used that structure to finance infrastructure ownership, but the case shows how leverage and asset concentration can compress options when market capitalization declines.

Key Case Timeline

The timeline underscores how the case moved from filing to effectiveness in a little over three months, with confirmation occurring less than 90 days after the petition date. The post effective sequence included the notice of the effective date and a final decree process to close the case later in 2024.

The final decree entered in October 2024 formally closed the chapter 11 case.

Frequently Asked Questions

What does CorEnergy Infrastructure Trust do?

CorEnergy is a public REIT that owns and leases energy infrastructure. After the restructuring, the company operates the Crimson Pipeline system, a network of crude oil pipelines spanning about 1,800 miles across California. The company has described itself as the first publicly traded REIT focused on energy infrastructure.

Before the filing, CorEnergy also owned the Missouri based MoGas and Omega natural gas systems, but it sold those assets to Spire in January 2024. As a result, the reorganized company is concentrated in California crude oil pipelines rather than a multi asset portfolio.

When did CorEnergy file chapter 11?

CorEnergy filed chapter 11 on February 25, 2024, in the U.S. Bankruptcy Court for the Western District of Missouri. The filing included a prearranged plan and disclosure statement.

The company used a prearranged structure supported by a noteholder group, which allowed it to move from petition to confirmation in under three months.

What triggered the restructuring?

The NYSE suspended trading and began delisting proceedings after CorEnergy fell below the market capitalization threshold, and the delisting triggered a repurchase obligation on the $118 million convertible notes. Court filings state the company did not have the liquidity to fund that repurchase, leading to negotiations with noteholders and a prearranged plan.

The exchange cited a decline below the $15 million average global market capitalization requirement over a 30 trading day period. Because the repurchase obligation required payment at par, the delisting created a near term cash need even though the notes otherwise matured in 2025.

What happened to the convertible senior notes?

Under the restructuring support agreement, noteholders exchanged their $118 million of notes for a package of cash, $45 million of new secured debt, and about 89% of the reorganized equity. The plan also provided for a cash pool distribution and a takeback debt facility.

Court filings describe the takeback debt as a five year secured facility with a 12% coupon, combined with a cash pool distribution funded from available cash. The equity allocation made noteholders the controlling owners of the reorganized company.

What did preferred stockholders receive?

Preferred stockholders received approximately 11% of the reorganized equity after voting to accept the plan. The court noted 78% support for the preferred equity class, and the prior preferred shares were canceled on the effective date.

The plan conditioned the preferred equity distribution on class acceptance, so a rejection would have resulted in cancellation without a distribution. The acceptance vote therefore preserved a minority equity stake for preferred holders.

What happened to common stockholders?

Common stock was canceled with no recovery. The plan allocated equity to senior noteholders and preferred stockholders, leaving the common stock class out of the distribution.

Public disclosures described the cancellation as part of the balance sheet reset, with all new equity issued to noteholders, preferred holders, and the Grier Member Claims under the plan structure.

What happened to the MoGas and Omega pipeline systems?

CorEnergy sold the Missouri based MoGas and Omega systems to Spire for $175 million. The MoGas system spans 263 miles and the Omega system spans 75 miles. Net proceeds from the sale were used to repay the Crimson credit facility.

The buyer, Spire Midstream, is a subsidiary of Spire Inc., and the transaction left Crimson as CorEnergy's sole operating asset. The sale closed in January 2024 after an FTC review delayed the original 2023 closing timeline.

How long did the chapter 11 case last?

The case moved on an expedited schedule. CorEnergy filed on February 25, 2024, the court confirmed the plan on May 24, 2024, and the company emerged on June 12, 2024.

That timeline matched early expectations of a second quarter 2024 emergence and reflected the prearranged plan structure supported by noteholders.

Is CorEnergy still a REIT?

Yes. CorEnergy declared a 2024 common stock dividend to maintain REIT status, while stating that it did not plan to declare or pay additional dividends before the end of 2025.

The dividend declaration is a compliance step for REIT qualification, and the company indicated that dividend timing would be aligned with post restructuring liquidity and capital needs.

Who is the claims agent for CorEnergy Infrastructure Trust?

Stretto, Inc. serves as the claims and noticing agent. The firm maintains the official claims register and distributes case notifications to creditors and parties in interest.

For more bankruptcy case analyses and restructuring insights, visit ElevenFlo's bankruptcy blog.