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CORR > SEC Filings for CORR > Form 8-K on 22-Jan-2014All Recent SEC Filings

Show all filings for CORENERGY INFRASTRUCTURE TRUST, INC.

Form 8-K for CORENERGY INFRASTRUCTURE TRUST, INC.


22-Jan-2014

Entry into a Material Definitive Agreement, Completion of Ac


Item 1.01 Entry into a Material Definitive Agreement

Lease

On January 21, 2014, LCP Oregon entered into the Lease with Arc Logistics and all ancillary agreements thereto. The Lease grants Arc Terminals substantially all authority to operate, and imposes on them the responsibility for the operation of, the Portland Terminal Facility. The Lease provides LCP Oregon no control over the operation, maintenance, management, or legal compliance of the Portland Terminal Facility. During the initial term, Arc Terminals will make base monthly rental payments (to be increased on the fifth anniversary by the change in the consumer price index for the prior five years, and every year thereafter by the greater of 2 percent or the change in the consumer price index) and variable rent payments based on the volume of liquid hydrocarbons that flowed through the Portland Terminal Facility in a prior month. The base rent in the initial year of the Lease will be a minimum of approximately $230,000 per month through July 2014 (prorated for the partial month of January 2014) and approximately $417,522 for the month of August 2014 and each month thereafter. The base rent is also expected to increase each month starting with the month of August at a rate of one-twelfth of 11.5% of the costs incurred by LCP Oregon at the Portland Terminal Facility for specified construction costs, estimated at $10 million. Assuming such improvements are completed, the base rent will increase by approximately $96,000 per month. Variable rent will result from the flow of hydrocarbons through the Portland Terminal Facility in excess of a designated threshold of 12,500 barrels per day of oil equivalent. The base rent is not influenced by the flow of hydrocarbons. Variable rent is capped at 30% of total rent, which would be the equivalent of the Portland Terminal Facility's expected throughput capacity.


The foregoing summary of the Lease is only a brief description of certain terms thereof, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by the full Lease, a copy of which is incorporated by reference as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Asset Purchase Agreement

On January 21, 2014, LCP Oregon entered into the Asset Purchase Agreement with Arc Logistics and all ancillary agreements thereto. Under the Asset Purchase Agreement, LCP Oregon sold certain ancillary non-real property assets that were acquired under the Purchase Agreement to Arc Logistics for a purchase price of $116,000.

The foregoing summary of the terms of the Asset Purchase Agreement is only a brief description of certain terms therein, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by the full Asset Purchase Agreement, a copy of which is incorporated by reference as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.



Item 2.01. Completion of Acquisition or Disposition of Assets

On January 22, 2014, the Company issued a press release announcing the completion of the Acquisition. The information regarding the Acquisition set forth in the first paragraph of the Introductory Note of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference. We hold a direct investment in Lightfoot Capital Partners, LP (6.6 percent) and Lightfoot Capital Partners GP LLC (1.5 percent). Lightfoot's assets include common units and subordinated units representing an approximately 40 percent aggregate limited partner interest, and a non-economic general partner interest, in Arc Logistics. As previously announced, we acquired LCP Oregon from Lightfoot under the Membership Interests Purchase Agreement for nominal consideration plus reimbursement of approximately $1 million of amounts paid and expenses incurred by Lightfoot in connection with its due diligence for the acquisition of the Portland Terminal Facility. The purchase price for the ancillary assets sold to Arc Logistics under the Asset Purchase Agreement was determined based on management's estimates of current market values.



Item 7.01. Regulation FD Disclosure.

On January 22, 2014, the Company issued a press release announcing the completion of the Offering. The information regarding the Offering set forth in the first paragraph of the Introductory Note of this Current Report on Form 8-K is incorporated into this Item 7.01 by reference. That press release announcing the completion of the Acquisition and Offering is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1   Lease, dated January 21, 2014, by and between LCP Oregon Holdings, LLC and
       Arc Terminals Holdings LLC
10.2
       Asset Purchase Agreement, dated January 21, 2014, by and between LCP Oregon
       Holdings, LLC and Arc Terminals Holdings LLC


99.1 Press Release dated January 22, 2014


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