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.
U.S. Bankruptcy Court, Western District of Missouri
Case Number
24-40236
Judge
Hon. Cynthia A. Norton
Petition Date
February 25, 2024
Confirmation Date
May 24, 2024
Effective Date
June 12, 2024
Assets (latest available)
$14.49 million (through January 2024)
Total Debt (latest available)
$118.42 million (through January 2024)
Senior Notes Outstanding
$118.05 million (5.875% convertible notes due 2025)
Primary Operating Asset
Crimson Pipeline system in California
Case Snapshot
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 of Reorganization and Disclosure Statement on the petition date and then filed amended versions on March 15, 2024. The RSA Assumption Motion describes commitments to support the plan and oppose efforts to appoint committees or to convert or dismiss the case, subject to customary fiduciary out provisions.
Plan structure and class treatment. The Plan of Reorganization 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:
Class
Claim or Interest
Treatment Summary
Expected Recovery
Class 1
Other secured claims
Paid in full or reinstated
100%
Class 2
Other priority claims
Paid in full
100%
Class 3
General unsecured claims
Paid in full
100%
Class 4
Grier Member Claims
Exchange for 2.79% of new common stock; other exchange rights canceled
Equity distribution
Class 5
Senior notes
Cash payment, takeback debt, and 88.96% of new common stock
Plan distribution
Class 6
Preferred stock
8.25% of new common stock if class accepts; otherwise canceled
Equity or 0%
Class 7
Common stock
Canceled
0%
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. The Disclosure Statement describes 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 plan reduced the prepetition note balance to a cash distribution, a secured takeback facility, and new equity.
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 Confirmation Order was entered 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 Effective Date in mid June 2024. It later filed a motion for a Final Decree on August 30, 2024, and the court closed the case in October 2024.
Case administration and advisors. The Debtors' Counsel Retention Application identifies Husch Blackwell LLP as debtors' counsel, with Stinson LLP serving as special counsel and special conflicts counsel and Stifel, Nicolaus & Co. 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 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.
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 said the transaction would align leverage with the post-sale footprint. Hart Energy's filing coverage quoted CEO Dave Schulte describing the restructuring that way.
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.
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.
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's report said CorEnergy filed with a prearranged plan and expected a quick emergence. Local business coverage said 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 after restructuring.
Those reports tracked the noteholder support level and the expected timetable.
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. The Voluntary Petition lists total debts of $118.42 million on 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. The chapter 11 plan then replaced those unsecured notes with cash, takeback debt, and equity.
Intercompany balances and equity structure. The Disclosure Statement describes 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.
Prepetition capital structure snapshot.
Instrument
Amount
Notes
5.875% unsecured convertible senior notes
$118.05 million
Due 2025; repurchase trigger after delisting
Crimson credit facility
$0 at filing
Repaid from MoGas/Omega sale proceeds
Intercompany loans
About $140 million
Crimson entities owed to CorEnergy subsidiaries
Confirmation, Emergence, and Post Effective Date Steps
Confirmation and effective date. The Confirmation Order was entered 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.
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.
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.
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 says on its corporate website that its assets connect upstream production to downstream refining and distribution systems.
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 2019 review of the public REIT market 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.
Key Case Timeline
Date
Event
February 1, 2021
Crimson acquisition effective date
May 25, 2023
MoGas and Omega sale announced
December 1, 2023
NYSE delisting proceedings announced and trading suspended
January 19, 2024
MoGas and Omega sale closed
February 25, 2024
chapter 11 petition, plan, and disclosure statement filed
March 15, 2024
Amended plan and disclosure statement filed
May 24, 2024
Plan confirmed
June 12, 2024
Effective date and emergence
August 30, 2024
Motion for final decree filed
October 2, 2024
Final decree entered and case closed
December 17, 2024
2024 dividend declared
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 court entered the final decree on October 2, 2024.
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 case was filed with a prearranged plan supported by a noteholder group, and the court confirmed the plan 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.
The new equity was issued to noteholders, preferred holders, and the Grier Member Claims under the plan.
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.
The court entered the final decree on October 2, 2024.
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 company said the dividend was intended to maintain REIT qualification.
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.
restructuring support agreement https://www.businesswire.com/news/home/20240225399178/en/CorEnergy-Enters-Restructuring-Support-Agreement
NYSE delisting process https://www.businesswire.com/news/home/20231201944166/en/NYSE-to-Commence-Delisting-Proceedings-Against-CorEnergy-Infrastructure-Trust-Inc-CORR
sold the MoGas and Omega pipeline systems https://www.businesswire.com/news/home/20240119912512/en/CorEnergy-Closes-Sale-of-MoGas-and-Omega-Pipeline-Systems-to-Spire
confirmed the plan https://www.businesswire.com/news/home/20240530519857/en/CorEnergys-Plan-of-Reorganization-Confirmed-by-Bankruptcy-Court
emerged from chapter 11 https://www.businesswire.com/news/home/20240613985630/en/CorEnergy-Successfully-Completes-Financial-Restructuring
first publicly traded REIT https://www.corenergy.reit/
midstream REIT research https://www.sidley.com/en/insights/newsupdates/2019/11/the-midstream-energy-reit-has-its-time-finally-come
MoGas system spans 263 miles https://pgjonline.com/news/2024/january/corenergy-completes-175-million-sale-of-mogas-omega-pipeline-systems-to-spire
1,800 miles https://www.businesswire.com/news/home/20210204006123/en/CorEnergy-Announces-Acquisition-of-Crimsons-California-Pipeline-Assets
May 2023 https://www.businesswire.com/news/home/20230525005310/en/CorEnergy-to-Sell-MoGas-and-Omega-Pipeline-Systems-to-Spire
Local business coverage https://ingrams.com/article/corenergy-files-for-chapter-11-enters-restructuring-support-agreement/
declared a 2024 common stock dividend https://www.businesswire.com/news/home/20241217244532/en/CorEnergy-Declares-2024-Common-Stock-Dividend
California Public Utilities Commission https://www.cpuc.ca.gov/industries-and-topics/natural-gas/petroleum-pipelines-and-california
$3.75 per barrel https://www.eenews.net/articles/california-regulators-throw-struggling-oil-pipeline-a-lifeline/
This article was researched and written with AI assistance, using court filings, public records, and news sources. AI-generated content can contain errors. Verify all information against primary sources before relying on it. This is not legal or financial advice. See the disclaimer.