~~Omega Pipeline: Omega Pipeline Company, LLC is~~ The pipeline network provides a critical link between natural gas ~~service provider~~producing regions with local utilities. MoGas operates and maintains these assets in strict accordance with applicable safety and regulatory requirements promulgated by PHMSA. The vast majority of our revenue is related to our Federal Energy Regulatory Commission ("FERC")-approvedfirm transportation agreements with various customers which entitle the customers to specified amounts of guaranteed capacity on the pipeline during the term of the agreements.We also earn additional revenue from our customers based on actual volumes of natural gas transported under either the firm transportation agreements, or under interruptible transportation agreements, but these revenues comprise a small percentage of our total revenue.

Omega Pipeline: An approximate 75-mile natural gas distribution system located primarily on the USU.S. Army's Fort Leonard Wood military post in south-central Missouri. Omega Pipeline Company, LLC ("Omega") operates and maintains these assets in strict accordance with applicable safety and regulatory requirements promulgated by the Missouri Public Service Commission ("MoPUC"). The vast majority of Omega’s revenue is derived from a non-regulated Natural Gas Distribution Agreement between Omega and the U.S. Department of Defense ("DOD"), to provide the natural gas supply, distribution assets, operations and maintenance of the assets at Fort Leonard Wood.Omega has been under contract with the DOD since 1991 at Fort Leonard Wood, and we are currently in year five of a ten-year renewable agreement.We also earn additional revenue from Omega Gas Marketing, LLC providing gas supply services to a small number of small industrial and commercial customers in central Missouri near Fort Leonard Wood, but these revenues comprise a minimal percentage of our total revenue.

On November 16, 2018, the IRS issued a second requested PLR to CorEnergy. The PLR provides us assurance that fees we may receive for the usage of storage and pipeline assets we may own will qualify as rents from real property for purposes of our qualification as a REIT. As a result, the PLR grants us the opportunity to own and operate certain energy infrastructure assets under conditions set forth in the PLR. This ruling allows us to own and operate assets such as those within Crimson, MoGas, and Omega, which, prior to this PLR ruling, would not have directly generated REIT qualifying income.

Assets sold during 2020 and Q1 2021:

Grand Isle Gathering System: An approximately 137-mile subsea crude oil pipeline system located in the Gulf of Mexico south of Grand Isle, Louisiana and a 16-acre onshore terminal facility located in Grand Isle, Louisiana. CorEnergy had a triple-net lease for these assets on a long-term basis to a subsidiary of Energy Gulf Coast, Inc. ("EGC"), pursuant to the Grand Isle Lease Agreement. On February 4, 2021, the Grand Isle Gathering System was provided as partial consideration for the purchase of the 49.50 percent interest in Crimson.

Pinedale LGS: An approximately 150-mile liquid pipeline system and four central gathering treatment facilities located in the Pinedale Anticline, near Pinedale, Wyoming. CorEnergy had a triple-net lease for these assets on a long-term basis to a subsidiary of UPL. The Pinedale LGS was sold to UPL on June 30, 2020.


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~~Energy Infrastructure Financing Investments~~Market Overview

Crude oil production in California dates back more than 150 years and the state has some of the highest recoverable reserves remaining in the ground. Given the significant hydrocarbon resources in California, and its access to the Pacific Ocean, California is not connected, via pipeline, to other crude oil producing regions in North America. The refining industry in California is primarily supplied first by native California crude oil production with the balance being supplied via waterborne imports. The majority of refineries in California are specifically designed to service California from both a crude oil supply and refined products standpoint. Many refineries are specifically designed to process the low-gravity crude oil that is prevalent in California. Furthermore, the refineries are also uniquely designed to meet the stringent California gasoline standards set by the California Air Resources Board ("CARB"). The high complexity of CARB requirements for California refiners results in a preference for California produced crude oil as a feedstock. Furthermore, the stringent refined product formulations required by CARB provide high barriers to entry for satisfying California's refined product demand from refineries outside of California.

The utilization of MoGas and Omega assets is driven by the consumption of natural gas from residential, commercial and industrial users in the region where MoGas' and Omega's assets are located. MoGas is well supplied by other interstate pipelines, originating in the Rocky Mountains, Mid-Continent, Appalachia, and Gulf Coast production basins.

Competition

We ~~have provided financing loans to owners and operators of~~compete with other midstream energy ~~infrastructure real property assets, secured by such assets and related equipment,~~companies as well as bypublic and private funds, to make the ~~outstanding equity~~types of investments that we plan to make in the ~~borrowers.~~U.S. energy infrastructure sector. Many of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than us. For example, some competitors may have a lower cost of funds and access to a greater variety of funding sources than are available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments, allowing them to consider a wider variety of investments and establish more relationships than us. These ~~loans include participating features pursuant~~competitive conditions may adversely affect our ability to make investments in the energy infrastructure sector and could adversely affect our distributions to stockholders.

Pipelines generally offer the lowest cost and safest mode of transportation. Despite this, pipelines can face competition from other forms of transportation, such as truck, rail and ship. Although these alternative forms of transportation are typically higher cost, they can provide access to alternative markets which ~~we may receive additional interest tied~~could be attractive to ~~increases~~our customers for various reasons.

The primary competition for our California assets is existing pipelines and trucking. In mature and stable crude oil producing regions like California, the threat of a newly constructed pipelines is low. Furthermore, a significant percentage of our assets are located in ~~utilization~~an urban environment which also significantly decreases the competition from new construction.

Customers

The majority of revenues from Crimson's operations are generated from California refiners which are predominately investment-grade. The majority of revenues from our MoGas and Omega operations are generated from long-term "take-or-pay" contracts with investment grade utilities, municipalities and the ~~underlying facilities, and one also includes an equity enhancement. See the section titled "Asset Portfolio and Related Developments" in Part II, Item 7 and~~DOD. For a discussion of customers, see Part IV, Item 15, Note 48 ("~~Financing Notes Receivable"~~Concentrations") ~~included in this Report for additional information concerning these investments.~~to our consolidated financial statements.



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~~Private Equity Investments~~

Our legacy private equity investments generally have been liquidated in accordance with the plans of those entities. For additional information, see "Asset Portfolio and Related Developments" in Part II, Item 7 and Part IV, Item 15, Note 10 ("Fair Value") in this Report.

~~Acquisition Strategies~~Growth Opportunities and Due Diligence

We ~~generally~~seek to grow through acquisitions and organically via optimization of our existing assets. We primarily rely on our own analysis to determine whether to ~~make~~pursue an ~~acquisition.~~opportunity. In evaluating ~~net lease transactions,~~a specific opportunity, we ~~generally~~ consider, among other things, the following ~~aspects of each transaction:~~factors:

~~Tenant/Borrower Evaluation~~ •Cash Flow Stability– We ~~evaluate each potential tenant~~primary seek growth opportunities which provide stable and predictable cash flow through either long-term contracts or ~~borrower~~a regulated cost-of-service. As a second layer of stability, we look for its creditworthiness, typically considering factors such as management experience, industry position and fundamentals, operating history, and capital structure, as well as other factors that may be relevantassets which have natural barriers to a particular acquisition. We seek opportunities in which we believe the tenant may have a stable or improving credit profile or credit potential that has not been recognized by the market. In evaluating a possible investment, the creditworthiness of a tenant or borrower often will be balancedentry with the value of the underlying real estate, particularly if the underlying property is specifically suited to the needs of the tenant. Whether a prospective tenant or borrower is creditworthy will be determined by our management team and reviewed by the investment committee, as described below. Creditworthy does not necessarily mean "investment grade."

low current competition.

•Importance to ~~Tenant/Borrower~~Customer/Counterparty Operations – We ~~generally will~~predominately focus on ~~properties~~assets that we believe are ~~essential~~critical or important to the ongoing operations of the ~~tenant.~~customer or counterparty for the economic production or use of hydrocarbon resources. We focus on assets which are critical to our customers' realization of economic returns from their operations. We believe that this type of ~~property~~asset will provide a relatively low risk of nonuse, and therefore loss, in the case of a potential bankruptcy or abandonment ~~scenario since a tenant/borrower is less likely to risk the loss of a critically important lease or property. Additionally we focus on~~scenario.

•Organic Growth/Optimization Opportunities – We seek assets which ~~are necessary for~~provide us with the ~~economic production of hydrocarbon resources, and which would remain necessary~~opportunity to ~~any owner of~~organically grow. These opportunities might include attracting new volumes to our system or optimizing the ~~assets.~~asset within our current portfolio.


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•Diversification– We attempt to diversify our portfolio to avoid dependence on any one particular ~~tenant, borrower, collateral type,~~customer, counterparty, commodity, and ~~geographic~~market location within the U.S. ~~or tenant/borrower industry.~~ By diversifying, we seek to reduce the adverse effect of a single under-performing investment or a downturn in any particular asset, commodity, or ~~geographic region within the U.S.~~

market region.

~~Lease Terms~~ – Generally, the net leased properties we will acquire will be leased on a full recourse basis to the tenants or their affiliates. In addition, we generally will seek to include a clause in each lease that provides for increases in rent over the term of the lease. These increases are fixed or tied generally to increases in indices such as the CPI. The lease will also generally seek to provide for participation in gross revenues of the tenant at the property, thereby providing exposure to the commercial activity of the tenant. Alternatively, a lease may provide for mandated rental increases on specific dates, and we may adopt other methods in the future.

•Asset Evaluation– We review the physical condition of the property and assess the ~~likelihood~~effectiveness of ~~replacing~~ the ~~rental payment stream if the tenant defaults.~~current integrity management program. We also ~~generally~~typically engage a third party to conduct, or require the seller to conduct, a thorough examination of all land-related documents, agreements, and easements, as well as, a preliminary examination, or Phase 1 assessment, of the site to determine the potential for contamination or similar environmental site assessments in an attempt to identify potential environmental liabilities associated with a property prior to its acquisition.

~~Transaction Provisions to Enhance and Protect Value~~ •Customer/Counterparty/Investment Evaluation– We ~~attempt~~evaluate each potential customer, counterparty or investment for creditworthiness, typically considering factors such as management experience, industry position and fundamentals, operating history, and capital structure, as well as other factors that may be relevant to a particular acquisition.

•Lease Terms – Typically, the net leased properties we will acquire will be leased on a full recourse basis to the tenants or their affiliates. In addition, we often seek to include ~~provisions~~a clause in each lease that provides for increases in rent over the leases that we believe may help protect a real property asset from changes in the operating and financial characteristics of a tenant that may affect its ability to satisfy its obligations or reduce the valueterm of the real property asset. Such provisions include requiring our consent to specified tenant activity, requiring the tenant to provide indemnification protections, and requiring the tenant to utilize good operating practices consistent with objective criteria. We seek to enhance the likelihood of a tenant's lease obligations being satisfied through a guaranty of obligations from the tenant's corporate parent or other entity or a letter of credit. In some circumstances, we may provide tenants with repurchase options on the leased property. We expect, in those situations that the option purchase price will generally be the greater of the contract purchase price or the fair market value of the property at the time the option is exercised.

lease.

~~Equity Enhancements~~ – We may attempt to obtain equity enhancements in connection with transactions. These equity enhancements may involve warrants exercisable at a future time to purchase stock of the tenant or borrower or their parent. If warrants are obtained, and become exercisable, and if the value of the stock subsequently exceeds the exercise price of the warrant, equity enhancements can help achieve the goal of increasing investor returns.

•Other Real Estate Related Assets – As other opportunities arise, we may also seek to expand the portfolio to include other types of real estate-related investments, in all cases within the energy infrastructure sector, such as:

◦equity investments in real properties that are not long-term net leased to a single-tenant and may include partially leased properties, undeveloped properties and properties subject to short-term net leases, among others;



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◦mortgage loans secured by real properties including loans to our taxable REIT ~~subsidiaries;~~subsidiaries ("TRS");

◦subordinated interests in first mortgage real estate loans, or B-notes;

◦mezzanine loans related to real estate, which are senior to the borrower's equity position but subordinated to other third-party financing; and

◦equity and debt securities (including preferred equity, limited partnership interests, trusts and other ~~higher-yielding~~higher yielding structured debt and equity investments) issued by companies that are engaged in real-estate-related businesses as defined by regulations promulgated under the Code or our PLR, including other REITs.

Use of Taxable REIT Subsidiaries

We operate as a REIT and therefore are generally not subject to U.S. federal corporate income taxes on the income and gains that we distribute to our stockholders, including the income derived through leasing fees and financing revenue from our REIT qualifying investments in energy infrastructure assets. However, even as a REIT, we remain obligated to pay income taxes on earnings from our ~~taxable REIT subsidiaries.~~TRSs. The use of TRSs enables us to own certain assets and engage in certain businesses while maintaining compliance with the REIT qualification requirements under the Code. We may, from time to time, change the election of previously designated TRSs to be treated as qualified REIT subsidiaries, and may reorganize and transfer certain assets or operations from our TRSs to other subsidiaries, including qualified REIT subsidiaries. For example, through a series of reorganization events, and based on a favorable IRS ~~private letter ruling~~PLR received, Omega was converted from a TRS entity to a qualified REIT subsidiary in 2017. Refer to the ~~"Omega~~"Omega Pipeline (Mowood, LLC)" section in Item 2 of this Report for additional details.

Financing Strategy

We believe a major factor in our continued success is our ability to maintain financial flexibility, a competitive cost of capital and access to the capital markets. Our long-term target is a total debt-to-adjusted-EBITDA ratio of less than 4.0x. However, we may exceed that target during an acquisition if there is a viable path to returning to the long-term target. In addition to debt, we may use preferred or common equity to satisfy remaining capital needs to help limit the amount of financial risk of the Company.

Consistent with our asset acquisition policies, we use leverage when available on terms we believe are favorable. The amount of leverage for any given acquisition will depend on our assessment of market conditions and other factors at the time of any proposed borrowing. Although we currently do not anticipate doing so, the amount of total funded debt leverage we employ may exceed 50 percent of our total assets. Secured loans which we might obtain, could be recourse or non-recourse to us. A lender on non-recourse mortgage debt often has recourse only to the property collateralizing such debt and not to any of our other assets, while full recourse financing would give the lender recourse to all of our assets. The use of non-recourse debt helps us to limit the exposure of all of our assets to any one debt obligation.


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Regulatory and Environmental Matters

Our energy infrastructure assets and operations, as well as those of our tenants, are subject to numerous federal, state and local laws and regulations concerning the protection of public health and safety, zoning and land use, and pricing and other matters related to certain of our business operations. For a discussion of the current effects and potential future impacts of such regulations on our business and properties, see the discussion presented in Item 1A of this Report under the subheading "Risks Related to Our Investments in ~~Real Estate and the U.S.~~ Energy ~~Infrastructure Sector.~~Infrastructure." In particular, for a discussion of the current and potential future effects of compliance with federal, state and local environmental regulations, see the discussion titled "Costs of complying with governmental laws and regulations, including those relating to environmental matters, may adversely affect our income and the cash available for ~~distribution"~~distribution to our stockholders" within such section.

~~Financing Strategies~~FERC and State PUC Common Carrier Regulations

~~Consistent with~~The vast majority of our ~~asset acquisition policies, we use leverage when available~~operated pipeline systems are subject to economic and operational regulation by various federal, state and/or local agencies. Our rates are generally set based on ~~terms we believe are favorable. The amount of leverage that we may employ will depend~~a regulated cost-of-service model.

FERC regulates interstate transportation on our common carrier pipeline systems under the Interstate Commerce Act ("ICA"), the Natural Gas Act, the Environmental Protection Act, and the rules and regulations promulgated under those laws. FERC regulations require that rates and terms and conditions of service be just and reasonable and must not be unduly discriminatory or confer any undue preference upon any shipper. FERC's regulations also require interstate common carrier pipelines to file with FERC and publicly post tariffs stating their interstate transportation rates and terms and conditions of service.

Under the ICA, FERC or any interested private entity of person may challenge existing or proposed new or changed rates, services or terms and conditions of service. FERC is authorized to investigate such charges and may suspend the effectiveness of a new rate for a period of time or could limit a common carrier pipeline's ability to change rates until completion of an investigation. During an investigation, FERC could find that the new or changed rate is unlawful.

Intrastate transportation services, provided by our California pipeline system, are subject to regulation by the CPUC. The CPUC requires intrastate pipelines to file their rates with the agencies and permit shippers to challenge existing rates and proposed rate increases. The CPUC could limit our ability to increase our rates or could order us to reduce our rates and require the payment of refunds to shippers.

Environmental, Health and Safety Regulation

Our operations involve the transportation of crude oil and natural gas which are subject to stringent federal, state and local laws and regulations designed to protect the environment. Compliance with these laws and regulations increases our overall cost of doing business. Failure to comply with these laws and regulations could result in the assessment of ~~market conditions~~administrative, civil and ~~other factors at~~criminal penalties, and the ~~time~~addition of ~~any proposed borrowing. Although we currently do~~new operational constraints. Environmental and safety laws and regulations are subject to changes that may result in more stringent requirements which could negatively impact our future earnings to the extent they cannot be recovered through our cost-of-service framework. A discharge of hazardous liquids into the environment could, to the extent such event is not ~~anticipate doing so,~~insured, subject us to substantial expense. The following summarizes some of the key environmental, health and safety laws and regulations to which our operations are subject.

Pipeline and Tank Safety and Integrity Management

The majority of our assets are subject to regulation by the DOT's PHMSA pursuant to the Hazardous Liquids Pipeline Safety Act of 1979 ("HLPSA"). The HLPSA imposes safety requirements on the design, construction, operation and maintenance of pipeline and storage facilities. Federal regulations implementing the HLPSA require pipeline operators to adopt measures designed to reduce the environmental impact of their operations, including the maintenance of comprehensive spill response plans and the performance of spill response training for pipeline personnel. These regulations also require pipeline operators to develop and maintain a written qualification program for individuals performing covered tasks on pipeline facilities.

The HLPSA was amended by the Pipeline Safety Improvement Act of 2002 and the Pipeline Inspection, Protection, Enforcement and Safety Act of 2006. These amendments have resulted in the adoption of rules by the DOT that requires transportation pipeline operators to implement integrity management programs to ensure pipeline safety in "high consequence areas" such as high population areas, areas unusually sensitive to environmental damage, and navigable waterways.

In October 2015, the Governor of California signed the Oil Spill Response: Environmentally and Ecologically Sensitive Areas Bill ("AB-864") which requires new and existing pipelines located near environmentally and ecologically sensitive areas connected to or located in the coastal zone to use best available technologies to reduce the amount of ~~total funded debt leverage we employ may exceed 50 percent of our total assets. Secured loans which we obtain, could be recourse or non-recourse~~oil released in an oil spill to ~~us. A lender on non-recourse mortgage debt generally has recourse only to the property collateralizing such debt~~protect state waters and ~~not to any of our other assets, while full recourse financing would give the lender recourse to all of our assets.~~wildlife. The use of non-recourse debt, helps us to limit the exposure of all of our assets to any one debt obligation. Lenders may, however, have recourse to our other assets in limited circumstances not related to the repaymentCalifornia Office of the indebtedness, such as under an environmental indemnity. We may have an unsecured line of credit that can be used in connection with refinancing existing debt and making new acquisitions, as well as to meet other working capital needs. We generally intend to incur debt which bears interest at fixed rates, or is effectively converted to fixed rates through interest rate caps or swap agreements.State Fire Marshal has developed the regulations required by

~~Competition~~

We compete with public and private funds, commercial and investment banks and commercial financing companies to make the types of investments that we plan to make in the U.S. energy infrastructure sector. Many of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than us. For example, some competitors may have a lower cost of funds and access to a greater variety of funding sources than are available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments, allowing them to consider a wider variety of investments and establish more relationships than us. These competitive conditions may adversely affect our ability to make investments in the energy infrastructure sector and could adversely affect our distributions to stockholders.



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AB-864. Full compliance is required by early 2023. Compliance with these new regulations may require some modifications to our affected pipelines in California and may add to the cost to operate the pipelines subject to these rules.

The DOT has generally adopted American Petroleum Institute Standard ("API") 653 as the standard for the maintenance of steel above ground petroleum storage tanks subject to DOT jurisdiction. API 653 requires regularly scheduled inspection and repair of tanks remaining in service.

Occupational Safety and Health

We are subject to the requirements of the Occupational Safety and Health Act, as amended ("OSHA") and comparable state statutes that regulate the protection of the health and safety of workers. In addition, the OSHA hazard communication standard requires that certain information be maintained about hazardous materials used or produced in operations and that this information be provided to employees, state and local government authorities and citizens.

Seasonality

Our operated pipeline volumes have not historically experienced meaningful seasonal revenue variability. Our MoGas and Omega assets can experience high volumes in times of extreme high or low temperatures but impacts to our revenue are limited given the contracts. Our San Pablo Bay pipeline has a minimum flow rate requirement, which is dependent on ground temperature, in order to maintain segregated crude-oil service.

MANAGEMENT

Our Manager

We are externally managed by Corridor. Corridor is a real property asset manager with a focus on U.S. energy infrastructure real property assets. Corridor assists us in identifying infrastructure real property asset acquisition opportunities, and is generally responsible for our day-to-day operations.

On February 4, 2021, we entered into a Contribution Agreement with Richard C. Green, Rick Kreul, Rebecca M. Sandring, Sean DeGon, Jeff Teeven, Jeffrey E. Fulmer, David J. Schulte (as Trustee of the DJS Trust under Trust Agreement dated July 18, 2016), and Campbell Hamilton, Inc., which is an entity controlled by David J. Schulte (collectively, the "Contributors"), and Corridor. Consummation of the transactions contemplated in the Contribution Agreement will result in the internalization of the management of the Company (the "Internalization"). Following the Internalization, we will own all material assets of Corridor currently used in the conduct of its business and will be managed by officers and employees who currently work for Corridor and who are expected to become employees of the Company as a result of the Internalization. We will seek stockholder approval of the Internalization in compliance with the rules of the New York Stock Exchange ("NYSE"). Refer to Part IV, Item 15, Note 16 ("Subsequent Events") for further details on the Internalization.

Contemporaneously with execution of the Contribution Agreement, we and Corridor entered into the First Amendment (the "First Amendment") to the Management Agreement dated as of May 8, 2015 (as amended, the "Management Agreement") that has the effect of (i) reducing the amount paid to Corridor until closing of the Internalization or termination of the Contribution Agreement and (ii) provides payment to Corridor to enable distribution of payments to employees of Corridor as approved by the independent directors of the Company and pending closing of the Contribution Agreement. The following description of Corridor is based on the current operations of our manager prior to the completion of the Internalization, except as otherwise noted.

Management Team

Each of our officers, except officers recently appointed from Crimson in February 2021, is an employee of Corridor or one of its affiliates. The CorEnergy officers directly employed by Crimson include John Grier, Larry Alexander and Robert Waldron. Corridor is not obligated to dedicate certain of its employees exclusively to us, nor are it or its employees obligated to dedicate any specific portion of its or their time to our business. As described below, we ~~pay~~have historically paid a management fee and certain other fees to Corridor, which it ~~uses~~used in part to pay compensation to ~~its~~certain officers and employees who, notwithstanding that some of them also are our officers, receive no cash compensation directly from us.

~~We pay~~Prior to the announcement of the Internalization agreement on February 4, 2021, we paid Corridor a management fee based on total assets under management. Additionally, ~~in aligning our strategy to focus on distributions and distribution growth,~~ Corridor iswas paid an incentive fee based on increases in distributions to our stockholders. A percentage of the Corridor incentive fee iswas reinvested in CorEnergy's common stock. Pursuant to the Management Agreement and Administrative Agreement, Corridor ~~has~~ agreed to use its reasonable best efforts to present us with suitable acquisition opportunities consistent with our investment objectives and policies and is generally responsible, subject to the supervision and review of our Board of Directors, for our day-to-day operations.


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Energy Infrastructure Real Property Asset Management and Operation

~~The~~Both the historical members of the Corridor team ~~has~~and the new officers from the Crimson team have experience across several segments of the energy sector and iswill continue to be primarily responsible for investigating, analyzing and selecting potential infrastructure asset acquisition opportunities. Acquisitions and transactions are submitted to our Board of Directors for final approval following a recommendation from the ~~management team.~~

~~We believe that~~ effective management of our assets ~~is essential~~ to maintain and enhance ~~property~~their values. ~~Important aspects of asset management include restructuring transactions~~The PLR creates the opportunity for us to ~~meet~~acquire and operate assets in the ~~evolving needs of current tenants, re-leasing properties, refinancing debt, selling properties~~manner we now do for Crimson, MoGas and ~~knowledge of~~Mowood, but on a broader scale. We have leveraged the ~~bankruptcy process.~~

~~We monitor,~~PLR in acquiring the Crimson assets described above, and we will continue to rely on ~~an ongoing basis, compliance by tenants with their lease obligations~~Corridor and ~~other factors that could affect~~Crimson to provide or supervise the ~~financial performance of any of our properties. Monitoring involves receiving assurances that each tenant has paid real estate taxes, assessments and other expenses relating to~~employees responsible for operating such assets until the ~~properties it occupies and confirming that appropriate insurance coverage~~Internalization is being maintained by the tenant. We review financial statements of tenants and undertake regular physical inspections of the condition and maintenance of properties. In addition, we periodically analyze each tenant's financial condition and the industry in which each tenant operates.complete.

Management Agreement

Under our Management Agreement, pending Internalization, Corridor (i) presents us with suitable acquisition opportunities consistent with our investment policies and our objectives, (ii) is responsible for our day-to-day operations and (iii) performs such services and activities relating to our assets and operations as may be appropriate. The Management Agreement does not have a specific term, and will remain in place unless terminated by us or Corridor in the manner permitted pursuant to the ~~agreement.~~agreement, which includes the Internalization transaction described above.

~~The~~As historically in effect, the terms of the Management Agreement include a quarterly management fee equal to 0.25 percent (1.00 percent annualized) of the value of our Managed Assets as of the end of each quarter. For purposes of the Management Agreement, "Managed Assets" means our total assets (including any securities receivables, other personal property or real property purchased with or attributable to any borrowed funds) minus (A) the initial invested value of all non-controlling interests, (B) the value of any hedged derivative assets, (C) any prepaid expenses and (D) all of the accrued liabilities other than (1) deferred taxes and (2) debt entered into for the purpose of leverage. For purposes of the definition of Managed Assets, our securities portfolio will be valued at then-current market value. For purposes of the definition of Managed Assets, other personal property and real property assets will include real and other personal property owned and our assets invested, directly or indirectly, in equity interests in or loans secured by real estate or personal property (including acquisition-related costs and acquisition costs that may be allocated to intangibles or are unallocated), valued at the aggregate historical cost, before reserves for depreciation, amortization, impairment charges or bad debts or other similar noncash reserves.

During 2020, prior to the amendment of the Management Agreement in connection with the Internalization, Corridor voluntarily recommended, and we agreed, that effective solely for the purpose of computing the ~~value~~Managed Assets in calculating the quarterly management fee under the terms of the Management Agreement certain cash balances should be excluded from Managed Assets.

Corridor also voluntarily recommended, and we agreed, that effective solely for purpose of computing the Managed Assets in calculating the quarterly management fee under the terms of the Management Agreement for the quarter ended ~~December 31,~~



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~~2017, Managed Assets would not be impacted by~~June 30, 2020, the ~~acquisition of~~incremental management fee attributable to the ~~remaining 18.95 percent equity interest~~assets involved in the Pinedale ~~LP,~~Transaction, which occurred on ~~December 29, 2017.~~June 30, 2020, should be paid for the second quarter of 2020 as such assets were under management for all but the last day of the period.

The Management Agreement ~~includes~~also required a quarterly incentive fee of 10 percent of the increase in distributions paid over a threshold distribution equal to $0.625 per share per quarter. ~~The Management Agreement also requires at least half of any~~During 2020, the Company either waived or did not earn the incentive ~~fees to be reinvested in our common stock. Corridor voluntarily recommended, and we agreed, that they would waive $100 thousand of the $595 thousand total quarterly incentive fees~~fee that would otherwise ~~have been~~be payable under the provisions ~~described above~~of the Management Agreement with respect to dividends paid on ~~our~~the Company's common ~~stock~~stock. Accordingly, Corridor did not receive any incentive fees during 2020. Refer to Part IV, Item 15, Note 9 ("Management Agreement") for further details on the Management Agreement for the year ended December 31, ~~2017. Accordingly,~~2020.

Until the closing of the Internalization transaction or termination of the Contribution Agreement as described above, we will pay Corridor ~~received an incentive~~a management fee based on the actual cost of ~~$495 thousand during the year.~~operations of Corridor, including salaries and benefits of employees.

Administrative Agreement

Under our Administrative Agreement, Corridor, as our administrator, 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 services. For these services we pay our administrator an annual fee equal to 0.04 percent of the value of the Company's Managed Assets as of the end of each quarter, with a minimum annual fee of $30 thousand.

Pursuant to the Management and Administrative Agreement, Corridor furnishes us with office facilities and clerical and administrative services necessary for our operation (other than services provided by our custodian, accounting agent, dividend and interest-paying ~~agent~~agents and other service providers). Corridor is authorized to enter into agreements with third parties to provide such services. To the extent we request, Corridor will (i) oversee the performance and payment of the fees of our service providers and make such reports and recommendations to the Board of Directors concerning such matters as the parties deem desirable; (ii) respond to inquiries and otherwise assist such service providers in the preparation and filing of regulatory reports, proxy statements, and stockholder communications, and the preparation of materials and reports for the Board of Directors; (iii) establish and oversee the implementation of borrowing facilities or other forms of leverage authorized by the Board of


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Directors; and (iv) supervise any other aspect of our administration as may be agreed upon by us and Corridor. We have agreed, pursuant to the Management Agreement, to reimburse Corridor for all out-of-pocket expenses incurred in providing the foregoing.

We bear all expenses not specifically assumed by Corridor and incurred in our operations. The compensation and allocable routine overhead expenses of all management professionals of Corridor and its staff, when and to the extent engaged in providing us management services, is provided and paid for by Corridor and not us.

~~Employees~~Human Capital Management

As we are externally managed, we have no employees at the corporate level. Our subsidiary, Omega, has one part-time and three full-time employees. Our subsidiary MoGas has ~~15 full-time employees and~~ one part-time ~~employee.~~employee and 16 full-time employees. Corridor has 12 employees who will become direct employees of CorEnergy upon closing of the Internalization described above.

Corridor's and our subsidiaries' employees are an important asset, and we seek to attract and retain top talent by fostering a culture that is guided by our core values of integrity, inclusivity, creativity and high standards of quality and excellence. We also seek to promote workplace and operational safety and focus on the protection of public health and the environment.

As of February 4, 2021, we acquired a 49.50 percent interest in Crimson, which has 105 full-time equivalent employees.

AVAILABLE INFORMATION

~~Our principal executive offices are located at 1100 Walnut Street, Suite 3350, Kansas City, MO 64106. Our telephone number is (816) 875-3705, or toll-free (877) 699-2677, and our web site is~~ ~~http://corenergy.reit~~. We are required to file reports, proxy statements and other information with the SEC. We will make available free of charge our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports on or through our web site at http://corenergy.reit as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. This information may also be obtained, without charge, upon request by calling us at (816) 875-3705 or toll-free at (877) 699-2677. This information will also be available at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements and other information filed by us with the SEC which is available on the SEC's Internet site at www.sec.gov. Please note that any Internet addresses provided in this Form 10-K are for informational purposes only and are not intended to be hyperlinks. Accordingly, no information found and/or provided at such Internet address is intended or deemed to be included by reference herein.

ITEM 1A. RISK FACTORS

There are many risks and uncertainties that can affect our future business, financial performance or share price. Many of these are beyond our control. A description follows of some of the important factors that could have a material negative impact on our future business, operating results, financial condition or share price. This discussion includes a number of forward-looking statements. You should refer to the description of the qualifications and limitations on forward-looking statements in the first paragraph under Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K.

RISK FACTOR SUMMARY

The following is a summary of the most significant risks relating to our business activities that we have identified. If any of these risks actually occur, our business, financial condition or results of operation, including our ability to generate cash and make distributions could be materially adversely affected. For a more complete understanding of our material risk factors, this summary should be read in conjunction with the detailed description of our risk factors which follows this summary.

Risks Related to Our Investments in Energy Infrastructure

•Our focus on the energy infrastructure sector will subject us to more risks than if we were broadly diversified.

•We may be unable to identify and complete acquisitions of real property assets, and the relative illiquidity of our real property and energy infrastructure investments also may interfere with our ability to sell our assets when we desire.

•Energy infrastructure companies are and will be subject to extensive regulation, including numerous environmental regulations, pipeline safety and integrity regulations, revenue and tariff regulations by applicable interstate (FERC) and intrastate authorities, and potential future regulations related to greenhouse gases and climate change. Related compliance costs may adversely affect our business, financial condition and results of operations, as well as those of our customers and tenants.

•Our operations, and those of our customers and tenants, are subject to operational hazards, and could be affected by extreme weather patterns and other natural phenomena. Any resulting business interruptions not adequately covered by insurance could have a material adverse impact on our operations and financial results.



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•Both we and our customers and tenants depend on certain key customers for a significant portion of our respective revenues, which also exposes us to related credit risks. The loss of a key customer, or any failure of our credit risk management, could result in a decline in our business.

•Pandemics, epidemics or disease outbreaks, such as the COVID-19 pandemic, may adversely affect local and global economies and our business, operations and financial results.

•The operation of our energy infrastructure assets could be adversely affected if third-party pipelines, railroads or other facilities interconnected to our facilities become partially or fully unavailable.

Risks Related to Our Ownership Interest in Crimson

•We have significant assets which are held as ownership interests in Crimson, whose operations we do not fully control.

•Crimson's insurance coverage may not be sufficient to cover our losses in the event of an accident, natural disaster or other hazardous event.

•Crimson's results could be adversely affected if third-party pipelines, refineries, and other facilities interconnected to its pipelines become unavailable, or if the volumes Crimson transports and stores are reduced due to any significant decrease in crude oil production in areas in which it operates.

•Crimson does not own all of the land on which its assets are located, which could result in disruptions to Crimson's operations.

•Crimson's assets were constructed over many decades, which may increase future inspection, maintenance or repair costs, or result in downtime that could have a material adverse effect on our business and results of operations.

•Some of our directors and officers may have conflicts of interest with respect to certain other business interests related to the Crimson Transaction.

•Crimson's pipeline loss allowance exposes us to commodity risk.

•Any failure to achieve forecast assumptions on Crimson's expansion projects, acquisitions and divestitures, or to recruit and retain the skilled workforce Crimson requires, could result in a failure to implement Crimson's business plans.

Risks Related to Our Ownership and Operation of MoGas or Other Assets

•MoGas competes with other pipelines, and may be unable to renew contracts with certain customers on an annual basis following expiration of the current five-year rate agreements with its customers.

Risks Related to Our Investments in ~~Real Estate~~Leases

•We are subject to risks involved in single tenant leases, and net leases may not result in fair market lease rates over time.

•If a tenant declares bankruptcy and rejects our lease, or if a sale-leaseback transaction is challenged as a fraudulent transfer or re-characterized in bankruptcy, our business, financial condition and cash flows could be adversely affected.

Risks Related to Financing Our Business

•We face risks associated with our dependence on external sources of capital and our indebtedness could have important consequences, including impairing our ability to obtain additional financing or pay future distributions and subjecting us to the ~~U.S. Energy Infrastructure Sector~~risk of foreclosure on any mortgaged properties.

•Issues related to refusal of EGC and Cox Oil to provide historical financial statements to us, prior to the transfer of the GIGS to CGI Crimson Holdings, L.L.C. ("Carlyle") in the Crimson Transaction, may continue to interfere with our ability to use our SEC registration statements.

•Covenants in our loan documents could limit our flexibility and adversely affect our financial condition, and we face risks related to "balloon payments" and refinancings. Additionally, the transition away from LIBOR may adversely affect our cost to obtain financing.

Risks Related to Our ~~Two Largest Investments~~Convertible Notes

•The ~~Grand Isle Gathering System~~Convertible Notes are structurally subordinated to all liabilities of our existing or future subsidiaries, and the ~~Pinedale LGS constitute the largest components~~Convertible Notes are not guaranteed by any of our ~~leased infrastructure real property assets~~subsidiaries and ~~associated lease revenues~~are not protected by any restrictive covenants.

•The conversion rate of the Convertible Notes may not be adjusted for all dilutive events. Further, the make-whole fundamental change provisions may not adequately compensate the holders of Convertible Notes for any lost value and


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we may not be able to finance a repurchase of the Convertible Notes upon a fundamental change. These fundamental change provisions also could discourage an acquisition of the Company by a third party.

•We have not registered our 5.875% Convertible Notes or the common stock issuable upon their conversion, which will ~~materially impact the results of our business.~~

The Grand Isle Gathering System represented approximately 37 percent of our total assets as of December 31, 2017, and the lease under the Grand Isle Lease Agreement with the EXXI Tenant represented approximately 46 percent of our total revenuelimit a holder's ability to resell them. An active, liquid trading market may not develop for the year ended December 31, 2017. The Pinedale LGS represented approximately 29 percent of our total assets as of December 31, 2017, and the lease payments under the Pinedale Lease Agreement with Ultra Wyoming represented approximately 24 percent of our total revenue for the year ended December 31, 2017. Accordingly, the financial condition of these tenants and related parent guarantors and the ability and willingness of each to satisfy their obligations under the respective lease agreements and guaranties will have an ongoing material impact on our results of operations, ability to service our indebtedness and ability to make distributions.Convertible Notes.

EXXI, the corporate parent and guarantor of the obligations of EXXI Tenant under the Grand Isle Lease Agreement and certain entities affiliated with it filed for bankruptcy on April 14, 2016. The EXXI Tenant did not file for bankruptcy. On December 13, 2016, EXXI announced the confirmation of its Plan of Reorganization by the bankruptcy court and, effective December 30, 2016, EXXI emerged from its bankruptcy reorganization under the successor company name Energy XXI Gulf Coast, Inc., and we entered into related agreements effective December 30, 2016 pursuant to which the new EXXI entity succeeded to the rights and obligations of pre-bankruptcy EXXI under the original purchase agreement for the GIGS and as guarantor of the obligations of our tenant under the Grand Isle Lease Agreement. All payments due to us from the EXXI Tenant were timely paid throughout the bankruptcy proceedings.

Ultra Wyoming, the lessee of the Pinedale LGS, as well as Ultra Petroleum and Ultra Resources, the guarantors of Ultra Wyoming's obligations as tenant under the Pinedale Lease Agreement, each filed for bankruptcy on April 29, 2016. During the bankruptcy proceedings, Ultra Wyoming agreed to accept our lease without amendment, which was approved by the bankruptcy court on November 28, 2016. On March 14, 2017 the bankruptcy court approved Ultra Petroleum's Plan of Reorganization, and on April 12, 2017, the company announced its successful emergence from bankruptcy. All payments due to us under the Pinedale LGS lease were paid timely throughout the bankruptcy proceedings.

Despite their emergence from bankruptcy, each of EXXI and Ultra Petroleum have disclosed a number of risks related to their business in their respective filings with the SEC. A complete discussion of the risks related to EXXI's business can be found in its Exchange Act reports filed with the SEC (NASDAQ: EXXI). A complete discussion of the risks related to Ultra Petroleum's business can be found in its Exchange Act reports filed with the SEC (NASDAQ: UPL).

~~Additional~~ Risks Related to Our ~~Real Estate~~Preferred Stock

•While depositary shares representing our Series A Preferred Stock are registered and trade on the NYSE, an active trading market for such shares may not be maintained.

•The limited Change of Control conversion feature of Series A Preferred Stock may not adequately compensate the holders, who also have very limited voting rights, and the Change of Control conversion and redemption features may make it more difficult for a party to take over the Company or discourage a party from taking over the Company.

Risks Related to REIT Qualification and Federal Income Tax Laws

•While we take numerous actions to ensure the Company's qualification as a REIT and have obtained related private letter rulings from the IRS, any failure to so qualify would have significant adverse consequences to the Company and to the value of our common stock. Further, complying with REIT requirements may affect our profitability and force us to liquidate or forego otherwise attractive investments.

•We generally must distribute at least 90 percent of our REIT taxable income to our stockholders annually. As a result, we require additional capital to make new investments, and any failure to make required distributions would subject us to federal corporate income tax.

•Our charter includes ownership limit provisions to protect our REIT status, which may impair the ability of holders to convert our Convertible Notes to common stock and could have the effect of delaying, deferring or preventing a transaction or change of control of our Company.

•If we acquire C corporations in the future, we may inherit material tax liabilities and other tax attributes that could require us to distribute earnings and profits. Further, re-characterization of any sale-leaseback transaction could cause us to lose our REIT status.

Risks Related to Our Corporate Structure and Governance

•In addition to the ownership limit provisions discussed above, certain provisions of our charter and of Maryland law may limit the ability of stockholders to control our policies and effect a change of control of our Company.

•Our ability to pay dividends is limited by the requirements of Maryland law.

Risks Related to Terrorism and Cybersecurity

•Risks associated with security breaches through cyber attacks or acts of cyber terrorism, cyber intrusions or otherwise, as well as other significant disruptions of our information technology (IT) networks and related systems, could materially adversely affect our reputation, business, operations or financial results.

•Some losses related to our real property assets, including, among others, losses related to potential terrorist activities, may not be covered by insurance and would adversely impact distributions to stockholders.


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Risks Related to our Investments in Energy Infrastructure ~~Investments~~

Our focus on the energy infrastructure sector will subject us to more risks than if we were broadly diversified.

Because we specifically focus on the energy infrastructure sector, investments in our common stock may present more risks than if we were broadly ~~diversified over numerous sectors of the economy. Therefore, a~~diversified. A downturn in the U.S. energy infrastructure sector would have a larger impact on our assets and performance than on a ~~company~~REIT that does not concentrate its investments in one sector of the economy. The energy infrastructure sector can be significantly affected by ~~the supply of and demand for specific products and services;~~ the supply and demand for crude oil, natural gas, and other energy commodities; the price of crude oil, natural gas, and other energy commodities; exploration, production and other capital expenditures; government regulation; world and regional events, politics and economic conditions.

Production declines and volume decreases impacting our assets could be caused by various factors, including decreased access to capital or loss of economic incentive to drill and complete wells, depletion of resources, catastrophic events affecting production, labor difficulties, political events, OPEC actions, environmental proceedings, increased regulations, equipment failures and unexpected maintenance problems, failure to obtain necessary permits, unscheduled outages, unanticipated expenses, inability to successfully carry out new construction or acquisitions, import or export supply and demand disruptions, or increased competition from alternative energy sources.



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~~We are subject to risks involved in single tenant leases.~~

A significant portion of our acquisition activities are focused on real properties that are triple-net leased to single tenants. Therefore, the financial failure of, or other default by, a single tenant under its lease: (i) is likely to cause a significant reduction in the operating cash flow generated by the property leased to that tenant, (ii) might decrease the value of that property, and (iii) could expose us to 100 percent of all applicable operating costs.

In addition, if we determine that a renewal of a lease with any present or future tenant of any of our energy infrastructure assets is not in the best interests of our stockholders, if a tenant determines it no longer wishes to be the tenant under a lease upon its expiration, if we desire to terminate a lease as a result of a breach of that lease by the tenant or if we lose any tenant as a result of such tenant's bankruptcy, then in each circumstance we would need to identify a new tenant for the lease. We may not be able to identify a new tenant, as interest in leasing certain of our assets would be dependent on ownership of an interest in nearby mineral rights. In addition, any new tenant would need to be a qualified and reputable operator of such energy infrastructure assets with the wherewithal and capability of acting as our tenant. There is no assurance that we would be able to identify a tenant that meets these criteria, or that we could enter into a new lease with any such tenant on terms that are as favorable as the lease terms that were in place with the prior tenant.

We may be unable to identify and complete acquisitions of real property assets.

Our ability to identify and complete acquisitions of real property assets on favorable terms and conditions are subject to the following risks:

•we may be unable to acquire a desired asset because of competition from other investors with significant capital, including both publicly traded and non-traded REITs and institutional investment funds;

•competition from other investors may significantly increase the purchase price of a desired real property asset or result in less favorable terms;

•we may not complete the acquisition of a desired real property asset even if we have signed an agreement to acquire such real property asset because such agreements are subject to customary conditions to closing, including completion of due diligence investigations to our satisfaction; and

•we may be unable to finance acquisitions of real property assets on favorable terms or at all.

~~Net leases may not result in fair market lease rates over time.~~

We expect a large portion of our future income to come from net leases. Net leases typically have longer lease terms and, thus, there is an increased risk that if market rental rates increase in future years, the rates under our net leases will be less than fair market rental rates during those years. As a result, our income and distributions could be lower than they would otherwise be if we did not engage in net leases. We generally will seek to include a clause in each lease that provides increases in rent over the term of the lease, as well as participating features based on increases in the tenant's utilization of the underlying asset, but there can be no assurance we will be successful in obtaining such a clause.

If a tenant becomes insolvent or declares bankruptcy and such action results in a rejection of the lease, or in the sale-leaseback transaction being challenged as a fraudulent transfer or re-characterized in the lessee company's bankruptcy proceeding, our business, financial condition and cash flows could be adversely affected.

We enter into sale-leaseback transactions, whereby we purchase an energy infrastructure property and then simultaneously lease the same property back to the seller. If a lessee company becomes insolvent or declares bankruptcy, our business could be adversely affected by one or both of the following:

A sale-leaseback transaction may be re-characterized as either a financing or a joint venture in a bankruptcy or insolvency proceeding. If the sale-leaseback were re-characterized as a financing, we might not be considered the owner of the subject property, and as a result would have the status of a creditor in relation to the lessee company. In that event, we would no longer have the right to sell or encumber our ownership interest in the property. Instead, we would have a claim against the lessee company for the amounts owed under the lease. Although we believe each of our lease agreements constitutes a true lease that should not be re-characterized, there is no guaranty a court would agree. In the event of re-characterization, our claim under a lease agreement would either be secured or unsecured. We will take steps to create and perfect a security interest in our lease agreement such that our claim would be secured in the event of a re-characterization, but such attempts could be subject to challenge by the debtor or creditors and there is no assurance a court would find our claim to be secured. The lessee company/debtor under this scenario, might have the ability to restructure the terms, interest rate and amortization schedule of its outstanding balance. If approved by the bankruptcy court, we could be bound by the new terms, and prevented from foreclosing any lien on the property. If the sale-leaseback were re-characterized as a joint venture, we and the lessee company could be treated as co-venturers with regard to the



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~~property. As a result, we could be held liable, under some circumstances, for debts incurred by the lessee company relating to the property.~~

A lessee could either assume or reject a lease in a bankruptcy proceeding. Generally, the lessee would be required to make rent payments to us during its bankruptcy until it rejects the lease (for leases that are personal property leases, the lessee need not make rental payments that arise from the petition date until 60 days after the order for relief is entered in the bankruptcy case). If the lessee assumes the lease, the bankruptcy court would not be able to change the rental amount or any other lease provision that could financially impact us. However, if the lessee rejects the lease, the facility would be returned to us, though there may be a delay as a result of the bankruptcy in such return. If a lease is rejected, we may not be able to identify a new tenant, as interest in leasing certain of our assets would be dependent on ownership of an interest in nearby mineral rights. In addition, any new tenant would need to be a qualified reputable operator of such energy infrastructure assets with the wherewithal and capability of acting as our tenant. There is no assurance that we would be able to identify a tenant that meets these criteria, or that we could enter into a new lease with any such tenant on terms that are as favorable as the lease terms that were in place with the prior tenant. If we were able to re-lease the affected facility to a new tenant only on unfavorable terms or after a significant delay, we could lose some or all of the revenue from that facility for an extended period of time. Further, if the lease agreement is rejected, our claim against the lessee and/or parent guarantor could be subject to a statutory cap under section 502(b)(6) of the Bankruptcy Code to the extent the lease agreement is deemed to be a lease for real property rather than a lease for personal property. Such cap generally limits the amount of a claim for lease-based damages in the event of a rejection to the greater of one year's rent or 15 percent of the rent reserved for the remaining lease term, not to exceed 3 years. We believe that any of our lease agreements would be characterized as a real property lease rather than a personal property lease, though a court could hold to the contrary.

Energy infrastructure companies are and will be subject to extensive regulation because of their participation in the energy infrastructure sector, which could adversely impact the business and financial performance of our customers and tenants and the value of our assets.

Companies in the energy infrastructure sector are subject to significant federal, state and local government regulation in virtually every aspect of their operations, including how facilities are constructed, maintained and operated, environmental and safety controls, and the prices they may charge for the products and services they provide. Various governmental authorities have the power to enforce compliance with these regulations and the permits issued under them, and violators are subject to administrative, civil and criminal penalties, including civil fines, injunctions or both. Stricter laws, regulations or enforcement policies could be enacted in the future that likely would increase compliance costs, which could adversely affect the business and financial performance of our customers and tenants in the energy infrastructure sector and the value or quality of our assets.

Our operation of assets such as those at Crimson and MoGas is subject to extensive regulation, including those relating to environmental matters, which may adversely affect our income and the cash available for distribution.

In addition to the pipeline safety regulations discussed below, Crimson's and MoGas' operations, as well as those of assets we may acquire and operate in the future, are subject to extensive federal, regional, state and local environmental laws including, for example, the Clean Air Act (CAA), the Clean Water Act (CWA), the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), the Resource Conservation and Recovery Act (RCRA), the Oil Pollution Act (OPA), the Occupational Safety and Health Administration (OSHA) and analogous state and local laws. These laws and their implementing regulations may restrict or impact such business activities in many ways, including requiring the acquisition of permits or other approvals to conduct regulated activities, limiting emissions and discharges of pollutants, restricting the manner in which it disposes of wastes, requiring remedial action to remove or mitigate contamination, requiring capital expenditures to comply with pollution control or workplace safety requirements, and imposing substantial liabilities for pollution resulting from its operations. In addition, the regulations implementing these laws are constantly evolving, and the potential impact of recent regulatory actions is unclear. For instance, the EPA adopted final rules establishing new source performance standards for methane emissions from new, modified, or reconstructed oil and gas sources in 2016. Although the new source performance standards were rescinded in September 2020, states, municipalities, and environmental groups are all challenging the action in the D.C. Circuit. As a result,


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the D.C. Circuit has stayed the rescission of the standards. Additionally, the United State Army Corps of Engineers (the "Corps") Nationwide Permit 12 ("NWP 12"), which broadly authorized activities associated with the construction, maintenance, and repair of oil and natural gas pipelines, was vacated by a Montana District Court in the spring of 2020 only to have the U.S. Supreme Court temporarily overturn the nationwide injunction. In the wake of this litigation, the Corps finalized a new rule which would streamline and reduce pre-construction notice requirements for oil and gas pipelines subject to NWP 12, but the fate of the new rule is still uncertain. Compliance with new or more stringent laws or regulations, stricter interpretation of existing laws, or uncertainty created by the constantly changing regulatory landscape may require material expenditures by Crimson and MoGas, and likewise may require material expenditures at other facilities or systems we may acquire and operate.

Failure to comply with these laws and regulations may trigger a variety of administrative, civil and criminal enforcement measures, including the assessment of monetary penalties, the imposition of remedial requirements and the issuance of orders enjoining future operations. In addition, increases in penalty amounts and limits of liability for damages to reflect inflation and/or increases in the CPI may result in increased exposure to operations such as Crimson and MoGas. The operator of any such assets may be unable to recover some or all of the resulting costs through insurance or increased revenues, which could have a material adverse effect on its business, results of operations and financial condition.

The PLR grants us the ability to own and to operate storage facilities, pipelines, and oil platforms and to have assurance that the payments we receive are treated as rent from real property for purposes of our qualification as a REIT. To the extent we acquire and operate any such asset, as with the recent Crimson Transaction, we will be exposed to risks similar to those described above and to which MoGas is exposed. In addition, oil platforms located off the coast of the United States are subject to additional regulatory scrutiny by the Bureau of Ocean Energy Management (the "BOEM") and the Bureau of Safety and Environmental Enforcement ("BSEE").

Costs of complying with governmental laws and regulations, including those relating to environmental matters, may adversely affect our income and the cash available for distribution to our stockholders.

We have invested, and expect to continue to invest, in real property assets, which are subject to laws and regulations relating to the protection of the environment and human health and safety. These laws and regulations generally govern the gathering, storage, handling, and transportation of petroleum and other hazardous substances, the emission and discharge of materials into the environment, including wastewater discharges and air emissions, the operation and removal of underground and aboveground storage tanks, the generation, use, storage, treatment, transportation and disposal of solid and hazardous materials and wastes, and the remediation of any contamination associated with such disposals. We own assets related to the storage and distribution of oil and gas, natural gas and natural gas liquids, and storage and throughput of crude oil, ~~petroleum products and chemicals,~~ which are subject to all of the inherent hazards and risks normally incidental to such assets, such as fires, ~~well site blowouts, cratering and explosions,~~ pipe and other equipment and system failures, uncontrolled flows of oil ~~gas~~ or ~~well fluids, formations with abnormal pressures,~~gas, environmental risks and hazards such as gas leaks, oil spills and pipeline ruptures and discharges of toxic gases. Environmental laws and regulations may impose joint and several liability on tenants, owners or operators for the costs to investigate or remediate contaminated properties, regardless of fault or whether the acts causing the contamination were legal. This liability could be substantial. Moreover, if one or more of these hazards occur, there can be no assurance that a response will be adequate to limit or reduce any resulting damage. In addition, the presence of hazardous substances, or the failure to properly remediate these substances, may adversely affect our ability to sell, rent or pledge such property as collateral for future borrowings. We also may be required to comply with various local, state and federal fire, health, life-safety and similar regulations.

Local, state and federal laws in this area are constantly ~~evolving, and some environmental laws and regulations have been amended so as to require compliance with new or more stringent standards.~~evolving. Compliance with new or more stringent laws or regulations, or stricter interpretation of existing laws, may impose material environmental liability and/or require material expenditures by us to avoid such liability. Further, our customers' or tenant companies' operations, the existing condition of land when we buy it or operations in the vicinity of our properties (each of which could involve the presence of underground storage tanks), or activities of unrelated third parties may affect our properties. We intend to monitor these laws and take commercially reasonable steps to protect ourselves



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from the impact of these laws, including, where deemed necessary, obtaining environmental assessments of properties that ~~we acquire; however, we will not obtain an independent third-party environmental assessment for every property~~ we acquire. In addition, any such assessment that we do obtain may not reveal all environmental liabilities or whether a prior owner of a property created a material environmental condition not known to us and may not offer any protection against liability for known or unknown environmental conditions.

Failure to comply with applicable environmental, health, and safety laws and regulations may result in the assessment of sanctions, including administrative, civil or criminal fines or penalties, permit revocations, and injunctions limiting or prohibiting some or all of the operations at our facilities. Any material compliance expenditures, fines, or damages we must pay could materially and adversely affect our business, assets or results of operations and, consequently, would reduce our ability to make distributions.


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Regulation of greenhouse gases and climate change could have a negative impact on our and our customers' and tenants' businesses.

We cannot predict with certainty ~~whether~~the rate at which climate change is ~~occurring and, if so, at what rate.~~occurring. However, scientific studies have suggested that emissions of certain gases, commonly referred to as greenhouse gases ("GHGs") and including carbon dioxide and methane, may be contributing to warming of the earth's atmosphere and other climatic changes. In response to such studies, the issue of the effect of GHG emissions on climate change, in particular emissions from fossil fuels, is attracting increasing attention worldwide. We are aware of the increasing focus of local, state, national and international regulatory bodies on GHG emissions and climate change issues. The U.S. Environmental Protection Agency ("EPA") has adopted rules requiring GHG reporting and permitting, and the United States Congress and EPA may consider additional legislation or regulations that could ultimately require new, modified, and reconstructed facilities, and/or existing facilities, to meet emission standards by installing control technologies, adopting work practices, or otherwise reducing GHG emissions. Although it is not possible at this time to predict whether proposed legislation or regulations will be adopted, the Biden administration has pledged to be more aggressive on GHG emissions than its predecessor and any ~~such future~~resulting laws ~~and~~or regulations could result in increased compliance costs or additional operating restrictions that could adversely impact our energy infrastructure assets as well as the businesses of our ~~tenants~~customers and ~~customers.~~tenants. If we or our customers or tenants are unable to recover or pass through a significant level of the costs related to complying with any such future climate change and GHG regulatory requirements, it could have a material adverse impact on our or our customers' or tenants' business, financial condition and results of operations. Further, to the extent financial markets view climate change and GHG emissions as a financial risk, this could negatively impact our cost of or access to capital. Climate change and GHG regulation could also reduce the demand for hydrocarbons and, ultimately, demand for utilization of our energy infrastructure assets related to the production and distribution of hydrocarbons. Finally, it should be noted that studies suggest that increasing concentrations of GHGs in the Earth's atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of hurricanes and other storms, floods and related climatic events. If any such effects were to occur, they could have an adverse effect on our assets and operations, particularly an offshore asset such as our previous ownership in GIGS.

Pipeline safety integrity programs and repairs may impose significant costs and liabilities on the ~~GIGS.~~systems of Crimson and MoGas or other operating assets we may acquire.

Regulations administered by the Federal Office of Pipeline Safety within DOT's PHMSA require pipeline operators to develop integrity management programs to comprehensively evaluate certain areas along their pipelines and to take additional measures to protect certain pipeline segments. As an operator, both Crimson and MoGas are, and any other systems or facilities we may acquire and operate in reliance on the PLR are likely to be, required to:

•perform ongoing assessments of pipeline or asset integrity;

•identify and characterize applicable threats to pipeline or asset segments that could impact a high consequence area;

•improve data collection, integration and analysis;

•repair and remediate the pipeline or asset as necessary; and

•implement preventative and mitigating actions.

Both Crimson and MoGas are required to maintain pipeline integrity testing programs that are intended to assess pipeline integrity. Any repair, remediation, preventative or mitigating actions could require significant capital and operating expenditures. The regulations implementing these laws are constantly evolving; pursuant to its reauthorization under the Protecting our Infrastructure of Pipelines and Enhancing Safety Act of 2016 (the "PIPES Act"), PHMSA has adopted rules implementing its emergency order authority over pipelines, revising federal pipeline safety regulations related to underground natural gas storage facilities, and imposing additional requirements on the transportation of natural gas and hazardous liquids by pipeline, including more stringent standards for plastic pipe. In October 2019, PHMSA issued final rules amending pipeline safety regulations governing both hazardous liquid pipelines and gas transmission pipelines. These rules extend reporting, inspections, integrity assessment, leak detection, and in-line inspection requirements to include additional pipeline segments, including certain pipeline segments outside high consequence areas. PHMSA also issued a final rule adopting enhanced emergency order procedures implementing certain emergency order authority conferred on the Secretary by the PIPES Act. In addition, in May 2020, PHMSA issued a final rule harmonizing the hazardous materials regulations with international regulations and standards. Compliance with new or more stringent laws or regulations, or stricter interpretation of existing laws, could significantly increase compliance costs. Should Crimson or MoGas fail to comply with the Federal Office of Pipeline Safety's rules and related regulations and orders, we could be subject to significant penalties and fines, including potential future increases in applicable penalty amounts to reflect inflation, which could have a material adverse effect on our business, results of operations and financial condition. PHMSA also may apply to other systems at facilities that we, in reliance on the PLR, may acquire and operate in the future.


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Our operations, as well as those of our customers and tenants, are subject to operational hazards and unforeseen interruptions. If a significant accident or event occurs that results in a business interruption or shutdown for which we or ~~our~~any tenant operators are not adequately insured, such operations and our financial results could be materially adversely affected.

Our assets are subject to many hazards inherent in the transmission of energy products and provision of related services, including:

•aging infrastructure, mechanical or other performance problems;

•damage to pipelines, facilities and related equipment caused by tornadoes, hurricanes, floods, fires and other natural disasters, explosions and acts of terrorism;

•inadvertent damage from third parties, including from construction, farm and utility equipment;

•leaks of natural gas and other hydrocarbons or losses of natural gas as a result of the malfunction of equipment or facilities;

•operator error; and

•environmental hazards, such as natural gas leaks, product and waste spills, pipeline and tank ruptures, and unauthorized discharges of products, wastes and other pollutants into the surface and subsurface environment, resulting in environmental pollution; and explosions.

These risks could result in substantial losses due to personal injury and/or loss of life, severe damage to and destruction of property and equipment and pollution or other environmental damage and may result in curtailment or suspension of our or ~~our~~any tenants' related operations or services. A natural disaster or other hazard affecting the areas in which we or ~~our~~any tenants operate could have a material adverse effect on our operations and the financial results of our business.



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Both we and our customers and tenants depend on certain key customers for a significant portion of our respective revenues. The loss of any such key customers could result in a decline in our business.

Both we and our customers and tenants are subject to risks of loss resulting from nonperformance by customers. We depend on certain key customers for a significant portion of our revenues, particularly operating revenues from ~~MoGas. Our tenants are~~MoGas and Crimson related to fees for the transportation of natural gas and crude oil through their respective pipeline systems. Tenants leasing any of our energy infrastructure assets may similarly be dependent on revenues from key customers to support their operations and ability to make lease payments to us. The loss of all or even a portion of the contracted volumes of such customers, as a result of competition, creditworthiness, inability to negotiate extensions or replacements of contracts or otherwise, could have a material adverse effect on the business, financial condition and results of operations of us or ~~our~~any applicable tenants, ~~(as applicable),~~ unless we or they are able to contract for comparable volumes from other customers at favorable rates.

Pandemics, epidemics or disease outbreaks, such as the COVID-19 pandemic, may adversely affect local and global economies and our business, operations or financial results.

Disruptions caused by pandemics, epidemics or disease outbreaks, in locations in which we operate or globally, could materially adversely affect our business, operations, financial results and forward-looking expectations. The COVID-19 pandemic has had repercussions across local, national and global economies and financial markets. As a result, there has been a decline in the demand for, and thus also the market prices of, oil and natural gas and other products of our customers and tenants. The impacts of the COVID-19 pandemic are expected to continue for future periods, which we are unable to reasonably predict due to numerous uncertainties, including the duration and severity of the pandemic.

The World Health Organization declared COVID-19 to be a pandemic on March 11, 2020. In response to the rapid global spread of COVID-19, governments have enacted emergency measures to combat the spread of the virus. These measures include restrictions on business activity and travel, as well as requirements to isolate or quarantine, which could continue or expand. These actions have interrupted business activities and supply chains; disrupted travel and adversely impacted national and international economic conditions, including commodity prices and demand for energy, as well as the labor market.

These factors, coupled with the emergence of decreasing business and consumer confidence and increasing unemployment resulting from the COVID-19 outbreak and the abrupt oil price declines experienced in 2020, may precipitate a prolonged economic slowdown and recession. Any such prolonged period of economic slowdown or recession, or a protracted period of depressed prices for the products of our customers and tenants, could have significant adverse consequences for their financial condition and, subsequently, our financial condition, and could diminish our liquidity. For instance, during 2020 the worsening of our estimated future cash flows with respect to properties adversely impacted by the effects on our tenants of the COVID-19 pandemic, coupled with ongoing market and oil price volatility, resulted in substantial impairment charges with respect to the


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affected assets. A significant continuation of these effects in future periods could result in the recognition of additional future asset impairment charges, which adversely impact our financial results.

Given the ongoing and dynamic nature of the circumstances surrounding the COVID-19 pandemic, it is difficult to predict how significant the continuing impact of this pandemic, including any responses to it, will be on the United States or global economies or our business, or for how long disruptions are likely to continue. The extent of such impact will depend on future developments and factors outside of our control, which are highly uncertain, rapidly evolving and cannot be predicted, including new information which may emerge concerning the severity or duration of this pandemic (including regarding new COVID-19 strains) and actions taken by governments and others to contain or end the COVID-19 pandemic or its impact (including regarding the development and distribution of effective vaccines).

There can be no assurance that our strategies to address potential disruptions will mitigate these risks or the adverse impacts to our business, operations and financial results. Future adverse impacts to our business, operations and financial results may materialize that are not yet known. In addition, disruptions related to the COVID-19 pandemic have had, or could have, the effect of heightening many of the other risks described in this Item 1A – Risk Factors.

We are exposed to the credit risk of our ~~tenants~~customers and ~~customers~~tenants and our credit risk management may not be adequate to protect against such risk.

We are subject to the risk of loss resulting from nonpayment and/or nonperformance by our tenants and customers. Our credit procedures and policies may not be adequate to fully eliminate such credit risk. If we fail to adequately assess the creditworthiness of ~~existing or future~~any tenants or customers, unanticipated deterioration in their creditworthiness and any resulting increase in nonpayment and/or nonperformance by them and inability to re-market the resulting capacity, or re-lease the underlying assets, could have a material adverse effect on our business, financial condition and results of operations. We may not be able to effectively re-market such capacity, or re-lease such assets, during and after bankruptcy or insolvency proceedings involving a ~~tenant~~customer or ~~customer.~~tenant.

Our assets and operations, as well as those of our customers and tenants and other investees ~~and customers~~, can be affected by extreme weather patterns and other natural phenomena.

Our assets and operations, as well as those of our customers and tenants and other investees, ~~and customers,~~ can be adversely affected by floods, hurricanes, earthquakes, landslides, tornadoes, fires and other natural phenomena and weather conditions, including extreme or unseasonable temperatures, making it more difficult for us to realize the historic rates of return associated with our assets and operations. These events also could result in significant volatility in the supply of energy and power, which might create fluctuations in commodity prices and earnings of companies in the energy infrastructure sector. A significant disruption in our operations or those of our customers, tenants ~~investees~~ or ~~customers,~~investees, or a significant liability for which we or any affected customer, tenant or investee is not fully insured, could have a material adverse effect on our business, results of operations, and financial condition. Moreover, extreme weather events could adversely impact the valuation of our energy infrastructure assets.

The operation of our energy infrastructure assets could be adversely affected if third-party pipelines, railroads or other facilities interconnected to our facilities become partially or fully unavailable.

Our facilities, as well as those of our tenants, may connect to other pipelines, railroads or facilities owned by third parties. Both we and ~~our~~any such tenants depend upon third-party pipelines and other facilities that provide delivery options to and from such facilities. For example, MoGas' pipeline interconnects, directly or indirectly, with ~~virtually every~~most major interstate ~~pipeline~~pipelines in the eastern portion of the U.S. and a significant number of intrastate pipelines. Because we do not own these third-party facilities, their continuing operation is not within our control. Accordingly, these pipelines and other facilities may become unavailable, or available only at a reduced capacity. If these pipeline connections were to become unavailable to us or ~~our~~any applicable tenants for current or future volumes of products due to repairs, damage, lack of capacity or any other reason, our ability, or the ability of ~~our~~such tenants, to operate efficiently and continue shipping products to end markets could be restricted, thereby reducing revenues. Likewise, if any of these third-party pipelines or facilities becomes unable to transport any products distributed or transported through our or our tenants' facilities, our or ~~our~~such tenants' business, results of operations and financial condition could be adversely affected, which could adversely affect our ability to make cash distributions to our stockholders.

The relative illiquidity of our real property and energy infrastructure asset investments may interfere with our ability to sell our assets when we desire.

Investments in real property and energy infrastructure assets are relatively illiquid compared to other investments. Accordingly, we may not be able to sell such assets when we desire or at prices acceptable to us in response to changes in economic or other conditions. This could substantially reduce the funds available for satisfying our obligations and for distribution to our stockholders.

~~If the tenant exercises its early lease termination or lease buy-out option at our Portland Terminal Facility, our results of operations could be adversely impacted.~~

The tenant under the Portland Lease Agreement is Zenith Terminals, and its parent, Arc Logistics, has guaranteed obligations of the tenant under that lease. Arc Logistics announced on December 21, 2017, that it had completed a merger pursuant to which it was acquired by Zenith Energy U.S., L.P. In its earlier proxy related to the merger, Arc Logistics described three different actions available to it under the Portland Lease Agreement: (i) continuing with the Portland Lease Agreement as-is, (ii) terminating the



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Portland Lease Agreement, as allowed at its fifth anniversary, subject to a termination penalty payment and one year notice period, or (iii) exercising its buy-out option for the terminal under the Portland Lease Agreement, an action that first became available under the Portland Lease Agreement in February 2017. The proxy suggested that Arc Logistics had not yet decided which of those plans of action to select, and it remains unclear to us whether the merger will have any impact on whether, or when, any of those actions is taken. In January 2018, we entered into an amendment with Zenith Terminals which extended the notice period for the fifth anniversary termination option for an additional six months, from February 1, 2018 to August 1, 2018. If Zenith should elect to terminate the Portland Lease Agreement, we may be unable to identify a suitable replacement tenant within the notice period, and, even if we succeed in identifying such a tenant, we may be unable to re-lease the facility on similar terms as those of the Portland Lease Agreement. Additionally, we could elect to fund additional capital expenditures at the Portland Terminal Facility and to provide other accommodations to suit a replacement tenant. If we were unable to secure a replacement tenant, we could be exposed to 100 percent of all applicable costs as the operator of the Portland Terminal Facility. If Zenith exercises its buy-out option, there exists the risk that we could be unable to invest the proceeds from the sale in one or more properties that yield as favorable a return on our investment as the Portland Terminal Facility. These risks could adversely affect our results of operations, including our leasing revenues and our ability to reinvest in new opportunities and to make distributions to our stockholders.

~~Additional~~ Risks Related to ~~the Grand Isle Gathering System~~Our Ownership Interest in Crimson

We have significant assets which are held as ownership interests in Crimson, whose operations we do not fully control.

We have significant assets which are held as ownership interests in Crimson that include crude oil pipelines, and ~~Grand Isle Lease Agreement~~

~~Requirements imposed by the BOEM~~a crude tank storage and ~~BSEE related to the decommissioning, plugging, and abandonment of offshore facilities could significantly impact~~terminal system. As a result, our ~~cost of owning the Grand Isle Gathering System, which could have a material adverse impact on our financial condition and~~ ability to make distributions to our ~~stockholders.~~stockholders will depend to a significant extent on the performance of this entity and its ability to distribute funds to us. More specifically:

~~The Bureau~~•pending receipt of Ocean Energy Management (the "BOEM") issued guidance effective October 15, 2010, following the Deepwater Horizon accident, that effectively established a more stringent regimen for the timely decommissioning of what is known as "idle iron"-wells, platforms and pipelines that are no longer producing or serving exploration or support functions related to an operator's lease-in the GOM. This guidance includes decommissioning requirements providing that pipelines, platforms or other facilities, which would include various componentsCPUC Approval we own 49.50 percent of the ~~Grand Isle Gathering System, that~~voting membership interests in Crimson Midstream Holdings, and it is managed by its own governing board, the current members of which are no longer useful for operations must be removed within five years of the cessation of operations, or as otherwise specified therein. A higher than normal level of decommissioning activity in the GOM at a time when the Grand Isle Gathering System is decommissioned may result in increased demand for salvage contractorsDavid Schulte, Todd Banks, John Grier and ~~equipment, which in turn could result in increased estimates of plugging, abandonment and removal costs related~~Larry Alexander. Our ability to ~~these regulatory asset retirement obligations.~~

To cover these asset retirement obligations, the BOEM generally requires that OCS lessees, pipeline right-of-way holders and other facility owners demonstrate financial strength and reliability according to regulations or post bonds or other acceptable assurances that such obligations will be satisfied. In July 2016, the BOEM issued a new Notice to Lessees ("NTL") with an effective date of September 12, 2016, requiring additional security for decommissioning activities. However, at this time it seems uncertain when or if the new NTL will be implemented. The BOEM announced on June 22, 2017 that, pending its review of the NTL, the implementation timeline would be indefinitely extended, subject to certain exceptions. The cost of these bonds or assurances can be substantial and could increase under the BOEM's latest policies, depending on the outcome of the Trump administration's review during the extended implementation period. There is no assurance that such bonds or assurances can be obtained in all cases. While EXXI historically has satisfied these requirementsinfluence decisions with respect to the operation of Crimson Midstream Holdings is subject to the terms of its ~~ownership~~Third Amended and Restated Operating Agreement, which require supermajority board approval of distributions to us and the Grier Members and, prior to receipt of the CPUC Approval, give John Grier effective control over operating decisions relating to the majority of the entity’s assets;

•we may not have the ability to unilaterally require Crimson to make capital expenditures, such capital expenditures may require us to make additional capital contributions to fund operating and maintenance expenditures, as well as to fund expansion capital expenditures, which would reduce the amount of cash otherwise available for distribution by us or require us to incur additional indebtedness;

•Crimson may incur additional indebtedness upon receipt of a super majority board approval of the Company and Grier Members, which debt payments would reduce the amount of cash that might otherwise be available for distribution;

•our assets are operated by entities that we do not control except for certain material decisions and actions that require supermajority approval; and

•the operator of the assets held by Crimson could change, in some cases without our consent. For more information on the agreements governing the management and operation of Crimson, see Part IV, Item 15, Note 16 ("Subsequent Events") included in this Report.

We may not receive CPUC approval which would allow the ~~Grand Isle Gathering System, and~~Company to control the ~~terms~~operations of the ~~Grand Isle Lease Agreement require EXXI~~CPUC regulated assets.

The CPUC requires approval for any change of control of a regulated asset. John Grier is currently the person deemed to ~~continue~~control Crimson's California assets regulated by the CPUC. Evidence of such control is supported by the Crimson Transaction documents. On February 12, 2021, Crimson filed an 854 Application with the CPUC which requests CPUC approval for the Company to ~~do so, given continued volatility~~control the regulated assets. While this approval is expected to occur in ~~commodity prices and the unwillingness of the surety companies to post bonds without the requisite collateral from operators such as EXXI, there is no~~2021, we cannot give any assurance that ~~EXXI~~the Company will receive this approval and ultimately be able to ~~continue~~directly control these assets.

Crimson's insurance coverage may not be sufficient to ~~satisfy~~cover our losses in the ~~demands~~event of an accident, natural disaster or other hazardous event.

Crimson's operations are subject to many hazards inherent in our industry. Such assets may experience physical damage as a result of an accident or natural disaster. These hazards also can cause, and in some cases have caused, personal injury and loss of life, severe damage to and destruction of property and equipment, pollution or environmental damage, and suspension of operations. We maintain a comprehensive insurance program for ~~additional collateral~~us, our subsidiaries and certain of our affiliates to mitigate the financial impacts arising from these hazards. This program includes insurance coverage in types and amounts and with terms and conditions that are generally consistent with coverage customary for ~~its current bonds or comply~~our industry; however, insurance does not cover all events in all circumstances.

In connection with ~~any new supplemental bonding requirements. If EXXI were financially unable~~the Crimson Transaction, we mutually agreed with Carlyle that (i) the parties will maintain certain joint insurance coverage applicable to ~~satisfy these requirements, Grand Isle Corridor, LP, as~~both the ~~owner~~assets of Crimson Midstream Holdings and Crimson’s pre-transaction Gulf Coast assets retained by Carlyle in effect through June 1, 2021 and (ii) if an insurable loss is incurred by either party prior to June 1 which would reduce the aggregate remaining coverage available to the other party below 50% of the ~~Grand Isle Gathering System, would~~policy’s aggregate $200 million coverage limit, the party claiming such loss will procure temporary coverage to ensure the other party remains covered at 50% of the original policy limit through June 1, 2021.

In the unlikely event that multiple insurable incidents that in the aggregate exceed coverage limits occur within the same insurance period, the total insurance coverage will be ~~required~~allocated among our entities on an equitable basis based on an insurance allocation agreement among us and our subsidiaries. Additionally, even with insurance, if any natural disaster or other hazardous event leads to ~~do so. There can be no assurance that~~a catastrophic interruption in operations, we ~~would~~may not be able to ~~meet any~~restore operations without significant interruption.


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The energy industry is highly capital intensive, and the entire or partial loss of individual facilities or multiple facilities can result in significant costs to both energy industry companies, such ~~increased bonding requirements. Under some circumstances,~~as us, and their insurance carriers. In recent years, several large energy industry claims have resulted in significant increases in the ~~BOEM~~level of premium costs and deductible periods for participants in the energy industry. As a result of large energy industry claims, insurance companies that have historically participated in underwriting energy-related facilities may ~~require any~~discontinue that practice, may reduce the insurance capacity they are willing to offer or demand significantly higher premiums or deductible periods to cover these facilities. If significant changes in the number or financial solvency of insurance underwriters for the energy industry occur, or if other adverse conditions over which we have no control prevail in the insurance market, we may be unable to obtain and maintain adequate insurance at a reasonable cost. The unavailability of full insurance coverage to cover events in which the entities in which we own an interest suffer significant losses could have a material adverse effect on our ~~or our lessee's operations on federal leases, rights-of-way or facilities to be suspended or terminated. Any such suspension or termination could materially adversely affect our~~business, financial condition and results of operations. ~~In addition,~~

If third-party pipelines, refineries, and other facilities interconnected to Crimson's pipelines, become unavailable to transport, produce, or store crude oil, Crimson's revenue and available cash could be adversely affected.

Crimson depends upon third-party pipelines, refineries, and other facilities that provide delivery options to and from its pipelines and terminal facilities. Their continuing operation is not within Crimson's control. For example, wildfires in California may require exploration and production facilities as well as refineries to shut down. These shutdowns could cause a reduction of future volumes of crude oil, damage to the ~~BOEM~~facility, lack of capacity, shut-in by regulators or any other reason, leaks, or require shut-in due to regulatory action or changes in law, all of which could negatively impact Crimson's ability to operate efficiently thereby reducing revenue. Disruptions at refineries that use Crimson's pipelines, such as strikes or other disruptions can ~~require supplemental bonding from operators for decommissioning, plugging,~~also have an adverse impact on the volume of products Crimson ships.Any temporary or permanent interruption at any key pipeline or terminal interconnect, any termination of any material connection agreement, or adverse change in the terms and abandonment liabilities if financial strength and reliability criteria are not met. If EXXI is unable to fund any such supplemental bonding requirements and our subsidiary were required to bear the cost as ownerconditions of ~~the Grand Isle Gathering System, such cost~~service, could have a material adverse effect on Crimson's business, results of operations, financial condition or cash flows, including Crimson's ability to make cash distributions to us that help fund distributions to our stockholders.

Any significant decrease in production of crude oil in areas in which Crimson operates could reduce the volumes of crude oil Crimson transports and stores, which could adversely affect our revenue and available cash.

Crimson's crude oil pipelines and terminal system depend on the continued availability of crude oil production and reserves. Low prices for crude oil could adversely affect development of additional reserves and continued production from existing reserves that are accessible by Crimson's assets.

California crude oil prices have fluctuated significantly over the past few years, often with drastic moves in relatively short periods of time. The current global, geopolitical, domestic policy and economic uncertainty may contribute to future volatility in financial and commodity markets in the near to medium term.

In general terms, the prices of crude oil and other hydrocarbon products fluctuate in response to changes in supply and demand, market uncertainty and a variety of additional factors that are beyond our control. These factors impacting crude oil prices include worldwide economic conditions; weather conditions and seasonal trends; the levels of domestic production and consumer demand; the availability of imported crude oil; the availability of transportation systems with adequate capacity; actions by the Organization of the Petroleum Exporting Countries and other oil producing nations; the effect of energy conservation measures; the strength of the U.S. dollar; the nature and extent of governmental regulation and taxation; and the anticipated future prices of crude oil and other commodities.

Lower crude oil prices, or expectations of declines in crude oil prices, have had and may continue to have a negative impact on exploration, development and production activity, particularly in the continental United States. If lower prices are sustained, it could lead to a material decrease in such activity. Sustained reductions in exploration or production activity in our areas of operation could lead to reduced utilization of Crimson's pipelines. Any such reduction in demand or less attractive terms could have a material adverse effect on our results of operations, financial ~~condition~~position and ability to make or increase cash distributions to our stockholders.

In addition, production from existing areas with access to Crimson's pipeline and terminal systems will naturally decline over time. The ~~Bureau~~amount of ~~Safety~~crude oil reserves underlying wells in these areas may also be less than anticipated, and ~~Environmental Enforcement ("BSEE") administers regulations governing blowout preventer systems~~the rate at which production from these reserves declines may be greater than anticipated. Accordingly, to maintain or increase the volume of crude oil transported, or throughput, on Crimson's pipelines, or stored in its terminal system, and ~~well control for~~cash flows associated with the transportation and storage of crude oil, ~~and gas and sulfur operations on the OCS; lease term requirements for continuing operations; and production safety systems. BSEE regulations also require offshore oil and gas lessees and owners~~Crimson's customers must continually obtain new supplies of operating rights to submit summarizes of their actual expenditures for decommissioning pipelines and wells, platforms, and other facilities on the OCS. These regulations may require capital expenditures and other compliance costs and could result in liability for non-compliance.crude oil.



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Crimson does not own all of the land on which its assets are located, which could result in disruptions to Crimson's operations.

~~Additional Risks Related to~~Crimson does not own all of the ~~Pinedale LGS~~land on which its assets are located, and ~~Pinedale Lease Agreement~~

~~We are~~is, therefore, subject to the ~~risk~~possibility of ~~Ultra Wyoming transferring~~more onerous terms and increased costs to retain necessary land use if Crimson does not have valid leases or rights-of-way or if such leases or rights-of-way lapse or terminate. Crimson obtains the rights to construct and operate its ~~obligations under the Pinedale Lease Agreement.~~

~~The terms~~assets on land owned by third partiesand some of the ~~Pinedale Lease Agreement provide that Ultra Wyoming~~agreements may ~~transfer its~~grant Crimson those rights and obligations under the Pinedale Lease Agreement at any time, subject to certain conditions. We thus bear the risk that Ultra Wyoming will transfer its rights and obligations under the Pinedale Lease Agreement tofor only a ~~third party whose creditworthiness may not be on par with that~~specific period of Ultra Wyoming, which could inhibit such transferee's ability to make timely lease payments under the Pinedale Lease Agreement or increase the likelihood that a downturn in the business of such transferee could give rise to a default under the Pinedale Lease Agreement. The occurrence of eithertime. Crimson's loss of these ~~events~~or similar rights, through the inability to renew leases, right-of-way contracts or otherwise, or inability to obtain easements at reasonable costs could have a material adverse ~~impact~~effect on Crimson's business, results of operations, financial condition and cash flows, including Crimson's ability to make cash distributions to us that help fund distributions to our stockholders.

Crimson's assets were constructed over many decades which may cause its inspection, maintenance or repair costs to increase in the future. In addition, there could be service interruptions due to unknown events or conditions or increased downtime associated with Crimson's pipelines that could have a material adverse effect on our business and results of operations.

Crimson's pipelines and storage terminals were constructed over many decades. Pipelines and storage terminals are generally long-lived assets, and construction and coating techniques have varied over time. Depending on the era of construction, some assets will require more frequent inspections, which could result in increased maintenance or repair expenditures in the future. Any significant increase in these expenditures could adversely affect our business, results of operations, financial ~~condition.~~condition or cash flows.

~~Additional~~ Crimson’s financial results primarily depend on the outcomes of regulatory and ratemaking proceedings and Crimson may not be able to manage its operating expenses and capital expenditures so that it is able to earn its authorized rate of return in a timely manner or at all.

As a regulated entity, Crimson's tariffs are set by the CPUC on a prospective basis and are generally designed to allow Crimson to collect sufficient revenues to recover reasonable costs of providing service, including a return on its capital investments. Crimson's financial results could be materially affected if the CPUC does not authorize sufficient revenues for Crimson to safely and reliably serve its customers and earn its authorized return of equity. The outcome of Crimson's ratemaking proceedings can be affected by many factors, including the level of opposition by intervening parties; potential rate impacts; increasing levels of regulatory review; changes in the political, regulatory, or legislative environments; and the opinions of Crimson's regulators, consumer and other stakeholder organizations, and customers, about Crimson's ability to provide safe and reliable oil transportation pipeline transportation.

In addition to the amount of authorized revenues, Crimson's financial results could be materially affected if Crimson's actual costs to safely and reliably serve its customers differ from authorized or forecast costs. Crimson may incur additional costs for many reasons including changing market circumstances, unanticipated events (such as wildfires, storms, earthquakes, accidents, or catastrophic or other events affecting Crimson's operations), or compliance with new state laws or policies. Although Crimson may be allowed to recover some or all of the additional costs, there may be a substantial delay between when Crimson incurs the costs and when Crimson is authorized to collect revenues to recover such costs. Alternatively, the CPUC may disallow costs that they determine were not reasonably or prudently incurred by Crimson.

Some of our directors and officers may have conflicts of interest with respect to certain other business interests related to the Crimson Transaction.

John D. Grier and certain affiliated trusts of Mr. Grier (collectively with Mr. Grier, the "Grier Members") hold certain limited liability company interests in Crimson, which were received in connection with the Crimson Transaction and relate to their prior equity interests in certain pre-transaction properties of Crimson. Prior to any later exchange of these limited liability company interests for common or preferred stock of the Company, as described in Part IV, Item 15, Note 16 ("Subsequent Events"), the Grier Members will have tax consequences that differ from those of the Company and the Company's public stockholders upon the sale of, or certain changes to the debt encumbering, any of these properties. Accordingly, the Company, on the one hand, and the Grier Members, on the other hand, may have different objectives regarding the terms of any such future transactions related to such properties. Under the terms of the Third Amended and Restated Operating Agreement of Crimson, the approval of any action, or of a failure to take any action, that could impact the Company's ability to continue to qualify as a REIT, requires the approval of a supermajority of the members of Crimson's Board of Managers (consisting of the initial Crimson Managers, John D. Grier and Larry W. Alexander, and the initial CORR Managers, David J. Schulte and Todd Banks).


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Violations of data protection laws carry fines and expose us to criminal sanctions and civil suits.

Along with our own confidential data and information in the normal course of our business, we, as well as Crimson and its affiliates, collect and retain significant volumes of data, some of which are subject to certain laws and regulations. The regulations regarding the transfer and use of this data domestically is becoming increasingly complex. This data is subject to governmental regulation at the federal, state, and local levels in many areas of our business, including data privacy and security laws, such as the California Consumer Privacy Act ("CCPA"). These laws may also expose us to significant liabilities and penalties if any company we acquire has violated or is not in compliance with applicable data protection laws.

The CCPA became effective on January 1, 2020 and gives California residents specific rights regarding their personal information, requires that companies take certain actions, including notifications of security incidents, and applies to activities regarding personal information that may be collected by us, directly or indirectly, from California residents. In addition, the CCPA grants California residents statutory private rights of action in the case of a data breach. As interpretation and enforcement of the CCPA evolves, it creates a range of new compliance obligations, which could cause us to change our business practices, with the possibility of significant financial penalties for noncompliance that may materially adversely affect our business, reputation, results of operations and cash flows.

Crimson's pipeline loss allowance exposes us to commodity risk.

Crimson's transportation agreements and tariffs for crude oil shipments include a pipeline loss allowance. Crimson collects pipeline loss allowance to reduce its exposure to differences in crude oil measurement between origin and destination meters, which can fluctuate. This arrangement exposes us to risk of financial loss in some circumstances, including when the crude oil is received from the connecting carrier using different measurement techniques, or resulting from solids and water produced from the crude oil. It is not always possible for us to completely mitigate the measurement differential. If the measurement differential exceeds the loss allowance, the pipeline must make the customer whole for the difference in measured crude oil. Additionally, Crimson takes title to any excess product that it transports when product losses are within the allowed levels, and regularly sell that product at prevailing market prices. This allowance oil revenue is subject to more volatility than transportation revenue, as it is directly dependent on Crimson's measurement capability and prevailing commodity prices.

Our forecasted assumptions may not materialize as expected on Crimson's expansion projects, acquisitions and divestitures.

We and Crimson evaluate expansion projects, acquisitions and divestitures on an ongoing basis. Planning and investment analysis is highly dependent on accurate forecasting assumptions and to the extent that these assumptions do not materialize, financial performance may be lower or more volatile than expected. Volatility and unpredictability in the economy, both locally and globally, a change in both expected volume flows andcost estimates, project scoping and risk assessment could result in a loss of our profits.

Our business requires the retention and recruitment of a skilled workforce, and difficulties recruiting and retaining our workforce could result in a failure to implement our business plans.

Both our historical operations and management, and those of Crimson, require the retention and recruitment of a skilled workforce, including engineers, technical personnel and other professionals. We and our affiliates compete with other companies in the energy industry for this skilled workforce. If we are unable to retain current employees and/or recruit new employees of comparable knowledge and experience, our business could be negatively impacted. In addition, we could experience increased costs to retain and recruit these professionals.

Risks Related to Our Ownership and Operation of MoGas

~~MoGas' operations are subject to extensive regulation, including those relating to environmental matters, which may adversely affect our income and the cash available for distribution.~~

In addition to the regulations discussed above and pipeline safety regulations discussed below, MoGas' operations are subject to extensive federal, regional, state and local environmental laws including, for example, the Clean Air Act (CAA), the Clean Water Act (CWA), the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), the Resource Conservation and Recovery Act (RCRA), the Oil Pollution Act (OPA), the Occupational Safety and Health Administration (OSHA) and analogous state and local laws. These laws and their implementing regulations may restrict or impact MoGas' business activities in many ways, including requiring the acquisition of permits or other approvals to conduct regulated activities, limiting emissions and discharges of pollutants, restricting the manner in which it disposes of wastes, requiring remedial action to remove or mitigate contamination, requiring capital expenditures to comply with pollution control or workplace safety requirements, and imposing substantial liabilities for pollution resulting from its operations. In addition, the regulations implementing these laws are constantly evolving, and the potential impact of recent regulatory actions is unclear. For instance, EPA adopted final rules establishing new source performance standards for methane emissions from new, modified, or reconstructed oil and gas sources, although a stay of certain requirements has been proposed. Compliance with new or more stringent laws or regulations, or stricter interpretation of existing laws, may require material expenditures by MoGas.

Failure to comply with these laws and regulations may trigger a variety of administrative, civil and criminal enforcement measures, including the assessment of monetary penalties, the imposition of remedial requirements and the issuance of orders enjoining future operations. In addition, increases in penalty amounts and limits of liability for damages to reflect inflation and/or increases in the CPI may result in increased exposure to MoGas. MoGas may be unable to recover some or all of the resulting costs through insurance or increased revenues, which could have a material adverse effect on its business, results of operations and financial condition.Other Assets

MoGas' natural gas transmission operations, and related customer revenue agreements, are subject to regulation by ~~the~~ FERC.

MoGas' business operations are subject to regulation by ~~the~~ FERC, including the types and terms of services MoGas may offer to its customers, construction of new facilities, expansion of current facilities, creation, modification or abandonment of services or facilities, record keeping and relationships with affiliated companies. Compliance with these requirements can be costly and burdensome and FERC action in any of these areas could adversely affect MoGas' ability to compete for business, construct new facilities, expand current facilities, offer new services, or recover the full cost of operating its ~~pipelines.~~pipelines or earn its authorized rate of return. This regulatory oversight can result in longer lead times or additional costs to develop and complete any future project than competitors that are not subject to ~~the~~ FERC's regulations. To the extent we, in reliance on the PLR, acquire and operate other facilities or systems, those facilities or systems may similarly be subject to FERC regulatory oversight.


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In addition, the rates MoGas can charge for its natural gas transmission operations are regulated by ~~the~~ FERC pursuant to the Natural Gas Act of 1938 ("NGA") as follows:

•MoGas may only charge rates that have been determined to be just and reasonable by ~~the~~ FERC, subject to a prescribed maximum and minimum, and is prohibited from unduly preferring or unreasonably discriminating against any person with respect to its rates or terms and conditions of service.

•MoGas' existing rates may be challenged in a proceeding before FERC, which may reduce MoGas' rates if itFERC finds the rates are not just and reasonable or are unduly preferential or unduly discriminatory. Proposed rate increases may be challenged by protest and allowed to go into effect subject to refund. Even if a rate increase is permitted by ~~the~~ FERC to become effective, the rate increase may not be adequate.

To the extent MoGas' costs increase in an amount greater than its revenues increase, or there is a lag between MoGas' cost increases and its ability to file for and obtain rate increases, MoGas' operating results would be negatively affected.



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Should ~~the~~ FERC find that MoGas has failed to comply with all applicable FERC-administered statutes, rules, regulations, and orders, or with the terms of MoGas' tariffs on file with ~~the~~ FERC, MoGas could be subject to substantial penalties and fines. Under the Energy Policy Act of 2005 ("EPAct 2005"), ~~the~~ FERC has civil penalty authority under the NGA and Natural Gas Policy Act of 1978 ("NGPA") to impose penalties for violations of up to ~~$1.0~~approximately $1.3 million per day for each violation, to revoke existing certificate authority and to order disgorgement of profits associated with any violation.

We cannot give any assurance regarding ~~the likely~~potential future regulations under which MoGas will operate its natural gas transmission business, or the effect that any changes in such future regulations, or in MoGas' agreements with its customers could have on MoGas' business, financial condition and results of operations.

~~The~~

Following expiration of the current five-year rate agreements with MoGas' customers other than certain contracts, MoGas’ revenues ~~of MoGas' business are~~from these customers will once again be generated under ~~contracts~~agreements that are subject to cancellation on an annual basis.

~~Other~~Once the term of MoGas' current firm transportation pricing arrangements with its customers expire on December 31, 2023 (other than ~~MoGas' revenues from~~certain contracts with its largest ~~customer,~~customers, Spire ~~substantially all of the~~and Ameren), revenues offor MoGas' business ~~are~~with such other customers will once again be generated under transportation ~~contracts~~agreements which ~~have an initial term of at least one year and~~ renew automatically on a ~~month-to-month~~year-to-year basis, but ~~are~~will be subject to cancellation by the customer or MoGas on 365 days' notice. IfWhen that occurs, if MoGas is unable to succeed in replacing any ~~contracts~~agreements canceled by ~~local distribution companies ("LDCs")~~its customers or ~~other customers~~itself that account for a significant portion of its revenues, or in renegotiating such ~~contracts~~agreements on terms substantially as favorable as the existing ~~contracts,~~agreements, MoGas could suffer a material reduction in its revenues, financial results and cash flows. The maintenance or replacement of ~~existing contracts~~agreements with MoGas' customers at rates sufficient to maintain current or projected revenues and cash flows ultimately depends on a number of factors beyond its control, including competition from other pipelines, the proximity of supplies to the markets, and the price of, and demand for, natural gas. In addition, changes in state regulation of ~~LDCs~~local distribution companies may cause them to exercise their cancellation rights in order to turn back their capacity when the ~~contracts~~agreements expire.

Effective March 1, 2017, MoGas entered in to a long-term firm transportation services agreement with Spire, its largest customer, which accounts for approximately 58 percent of MoGas' revenue. The amended agreement extends the termination date for Spire's existing firm transportation agreement from October 31, 2017 to October 31, 2030. During the entire extended term, Spire will continue to reserve 62,800 dekatherms per day of firm transportation on MoGas. This service will continue at the full tariff rate of $12.385 per dekatherm per month until October 31, 2018, at which time the rate will be reduced to $6.386 per dekatherm per month for the remainder of the agreement. If MoGas is unable to execute on its plans to offset the reduction in revenue resulting from the reduced rate under the long-term Spire contract beginning in November of 2018, its business and cash flows could be materially adversely affected.

~~Pipeline safety integrity programs and repairs may impose significant costs and liabilities on MoGas.~~

Regulations administered by the Federal Office of Pipeline Safety within the U.S. Department of Transportation's Pipeline and Hazardous Materials Safety Administration ("PHMSA") require pipeline operators to develop integrity management programs to comprehensively evaluate certain areas along their pipelines and to take additional measures to protect pipeline segments located in "high consequence areas" where a leak or rupture could potentially do the most harm. As an operator, MoGas is required to:

~~perform ongoing assessments of pipeline integrity;~~

~~identify and characterize applicable threats to pipeline segments that could impact a high consequence area;~~

~~improve data collection, integration and analysis;~~

~~repair and remediate the pipeline as necessary; and~~

~~implement preventative and mitigating actions.~~

MoGas is required to maintain pipeline integrity testing programs that are intended to assess pipeline integrity. Any repair, remediation, preventative or mitigating actions could require significant capital and operating expenditures. The regulations implementing these laws are constantly evolving; pursuant to its reauthorization under the Protecting our Infrastructure of Pipelines and Enhancing Safety Act of 2016, PHMSA has adopted rules implementing its emergency order authority over pipelines, revising federal pipeline safety regulations related to underground natural gas storage facilities, and imposing additional requirements on the transportation of natural gas and hazardous liquids by pipeline. A rule amending the safety regulations applicable to gas transmission and gathering pipelines has also been proposed. Compliance with new or more stringent laws or regulations, or stricter interpretation of existing laws, could significantly increase compliance costs. Should MoGas fail to comply with the Federal Office of Pipeline Safety's rules and related regulations and orders, it could be subject to significant penalties and fines, which could have a material adverse effect on MoGas' business, results of operations and financial condition.

MoGas competes with other pipelines.

The principal elements of competition among pipelines are availability of capacity, rates, terms of service, access to supplies, flexibility, and reliability of service. Additionally, FERC's policies promote competition in natural gas markets by increasing the number of natural gas transmission options available to MoGas' customer base. Any current or future pipeline system or other



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form of transmission that delivers natural gas into the areas that MoGas serves could offer transmission services that are more desirable to shippers than those MoGas provides because of price, location, facilities or other factors. Increased competition could reduce the volumes of product MoGas transports, result in a reduction in the rates MoGas is able to negotiate with its customers, or cause customers to choose to ship their product on a different competing pipeline. Any one of these consequences could have a material adverse impact on MoGas, or on the operations of any other pipeline owned by the Company. These competitive considerations also could intensify the negative impact of factors that adversely affect the demand for MoGas' services, such as adverse economic conditions, weather, higher fuel costs and taxes or other regulatory actions that increase the cost, or limit the use, of products MoGas transports.

Risks Related to Our Investments in Leases

We are subject to risks involved in single tenant leases.

Historically, a significant portion of our acquisition activities have been focused on real properties that are triple-net leased to single tenants. Therefore, the financial failure of, or other default by, a single tenant under its lease: (i) is likely to cause a


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significant reduction in the operating cash flow generated by the property leased to that tenant, (ii) might decrease the value of that property, and (iii) could expose us to 100 percent of all applicable operating costs.

In addition, if we determine that a renewal of a lease with any tenant of an energy infrastructure asset is not in the best interests of our stockholders, if a tenant determines it no longer wishes to be the tenant under a lease upon its expiration, if we desire to terminate a lease as a result of a breach of that lease by the tenant or if we lose any tenant as a result of such tenant's bankruptcy, then in each circumstance we would need to identify a new tenant for the lease. We may not be able to identify a new tenant, as interest in leasing certain of our assets would be dependent on ownership of an interest in nearby mineral rights. There is no assurance that we would be able to identify a qualified and reputable operator of such energy infrastructure assets with the wherewithal and capability of acting as a potential replacement tenant, or that we could enter into a new lease with any such tenant on terms that are as favorable as the lease terms that were in place with the prior tenant.

Net leases may not result in fair market lease rates over time.

We expect a large portion of any future leasing revenue to come from net leases. Net leases typically have longer lease terms and, thus, there is an increased risk that if market rental rates increase in future years, the rates under our net leases will be less than fair market rental rates during those years. As a result, our income and distributions could be lower than they would otherwise be if we did not engage in net leases. We often will seek to include a clause in each lease that provides increases in rent over the term of the lease, as well as participating features based on increases in the tenant's utilization of the underlying asset, but there can be no assurance we will be successful in obtaining such a clause.

If a tenant declares bankruptcy and such action results in a rejection of the lease, or if the sale-leaseback transaction is challenged as a fraudulent transfer or re-characterized in the lessee company's bankruptcy proceeding, our business, financial condition and cash flows could be adversely affected.

Historically, we have entered into sale-leaseback transactions, whereby we purchase an energy infrastructure property and then simultaneously lease the same property back to the seller. If a lessee company declares bankruptcy, our business could be adversely affected by one or both of the following:

•A sale-leaseback transaction may be re-characterized by a bankruptcy court as either a disguised financing transaction or a functional joint venture. If the sale-leaseback were re-characterized as a financing transaction, we might not be considered the owner of the subject property and, as a result, we should have the status of a secured creditor of the lessee company with regard to the subject property, assuming the securitization measures we take as described below are respected by the bankruptcy court. In that event, we would no longer have the right to sell or encumber our ownership interest in the property. Instead, we would have a claim against the lessee company for the amounts owed under the lease. Although we believe each of our historical lease agreements, and any similar lease we may enter into in the future, constitute true leases that should not be subject to recharacterization, there is no guaranty that a bankruptcy court would agree. In the event of recharacterization, our claim under a lease agreement would either be secured or unsecured. As a preventative measure, we take steps to create and perfect a security interest in property made the subject of our lease agreements to ensure that our claim against the bankrupt lessee would be secured in the event of a recharacterization, but such attempts could be subject to challenge by the debtor or creditors and there is no assurance that a court would find our claim to be secured. The bankrupt lessee under this scenario might have the ability to restructure the terms, interest rate and amortization schedule of its outstanding balance owed under the lease. If approved by the bankruptcy court, we could be bound by the new terms, and prevented from foreclosing any lien on the property, so long as the lessee adhered to the new terms. If the sale-leaseback were re-characterized as a joint venture under applicable, non-bankruptcy law, we and the lessee company could be treated as co-venturers with regard to the property. As a result, we could be held liable, under some circumstances, for debts incurred by the lessee company relating to the property.

•A lessee could either assume, assign or reject a lease in a bankruptcy case. The bankrupt lessee is required to make rent payments to us during its bankruptcy until it rejects the commercial real property lease (for leases that are personal property leases, the lessee need not make rental payments that arise from the petition date until 60 days after the order for relief is entered in the bankruptcy case). If the lessee assumes the lease, the bankrupt debtor must pay or “cure” all existing monetary defaults under the lease. Further, the lease can only be assumed “as is”. The bankruptcy court would not be able to change the rental amount or any other lease provision that could financially impact us. However, if the lessee rejects the lease, the facility would be returned to us. If a lease is rejected, we may not be able to identify an acceptable new tenant, and if we were able to re-lease the affected facility to a new tenant only on unfavorable terms or after a significant delay, we could lose some or all of the revenue from that facility for an extended period of time. Further, if the lease agreement is rejected, our claim against the lessee and/or parent guarantor could be, in some courts, subject to a statutory cap under section 502(b)(6) of the Bankruptcy Code to the extent the lease agreement is deemed to be a lease for real property rather than a lease for personal property. Such cap generally limits the amount of a claim for lease-based damages in the event of a termination of a commercial real property lease to the greater of one year's rent or


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15 percent of the rent reserved for the remaining lease term, not to exceed 3 years. There is a national split of authority as to whether a rejection of such a lease equates a termination, so the outcome will depend on where the bankrupt lessee files its bankruptcy. We believe that any of our lease agreements would be characterized as real property leases rather than personal property leases, though a court could hold to the contrary.

Risks Related to Financing Our ~~Financing Arrangements~~Business

Our indebtedness could have important consequences, including impairing our ability to obtain additional financing or pay future distributions, as well as subjecting us to the risk of foreclosure on any mortgaged properties in the event of non-payment of the related debt.

As of December 31, ~~2017,~~2020, we had outstanding consolidated indebtedness of approximately ~~$155.0~~$118.1 million. On February 4, 2021, our leverage increased to $223.1 million as a result of the Crimson Transaction. Our leverage could have important consequences. For example, it could:

•result in the acceleration of a significant amount of debt for non-compliance with the terms of such debt or, if such debt contains cross-default or cross-acceleration provisions, other debt;

•materially impair our ability to borrow undrawn amounts under existing financing arrangements or to obtain additional financing or refinancing on favorable terms or at all;

•limit our ability to pay distributions by restricting cash flow from some of our subsidiaries unless certain conditions are satisfied, including without limitation, no default or event of default, compliance with financial covenants, minimum undrawn availability under certain revolving credit facilities, and available free cash flow;

•require us to dedicate a substantial portion of our cash flow to paying principal and interest on our indebtedness, thereby reducing the cash flow available to fund our business, to pay distributions, including those necessary to maintain REIT qualification, or to use for other purposes;

•increase our vulnerability to economic downturns;

•limit our ability to withstand competitive pressures; or

•reduce our flexibility to respond to changing business and economic conditions.

If we were to violate one or more financial covenants under our debt agreements, the lenders could declare us in default and could accelerate the amounts due under a portion or all of our outstanding debt. Further, a default under one debt agreement could trigger cross-default provisions within certain of our other debt agreements.

Additionally, the Indenture for the 5.875% Convertible Notes specifies events of default, including default by us or any of our subsidiaries with respect to any debt agreements under which there may be outstanding, or by which there may be secured or evidenced, any debt in excess of $25.0 million in the aggregate of ours and/or any such subsidiary, resulting in such indebtedness becoming or being declared due and payable prior to its stated maturity.

Further, we expect to mortgage many of our properties to secure payment of indebtedness. If we are unable to meet mortgage payments, such failure could result in the loss of assets due to foreclosure and transfer to the mortgagee or sale on unfavorable terms with a consequent loss of income and asset value. A foreclosure of one or more of our properties could create taxable income without accompanying cash proceeds, and could adversely affect our financial condition, results of operations, cash flow, and ability to service debt and make distributions and the market price of our stock.

We face risks associated with our dependence on external sources of capital.

In order to qualify as a REIT, we are required each year to distribute to our stockholders at least 90 percent of our REIT taxable income, and we will be subject to tax on our income to the extent it is not distributed. Because of this distribution requirement, we may not be able to fund all future capital needs from cash retained from operations. As a result, to fund capital needs, we must rely on third-party sources of capital, which we may not be able to obtain on favorable terms, if at all. Our access to third-party sources of capital depends upon a number of factors, including (i) general market conditions; (ii) the market's perception of our growth potential; (iii) our current and potential future earnings and cash distributions; and (iv) the market price of our capital stock. Additional debt financing may substantially increase our debt-to-total capitalization ratio. Additional equity issuances may dilute the holdings of our current stockholders.


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Covenants in our loan documents could limit our flexibility and adversely affect our financial condition.

The terms of our various credit agreements and other indebtedness require us to comply with a number of customary financial and other covenants, such as maintaining debt service coverage and leverage ratios and maintaining insurance coverage. In addition, our ability to receive cash flow from some of our subsidiaries is subject to the satisfaction of certain conditions, including without limitation, no default or event of default, compliance with financial covenants, minimum undrawn availability under certain revolving credit facilities, and available free cash flow. These covenants may limit our flexibility in our operations, and breaches of these covenants could result in defaults under the instruments governing the applicable indebtedness even if we had satisfied our payment obligations. If we were to default under credit agreements or other debt instruments, our financial condition would be adversely affected.

The refusal of EGC and Cox Oil to provide financial statements to us in accordance with the terms of the Grand Isle Lease Agreement, prior to the transfer of the GIGS to Carlyle in the Crimson Transaction, has adversely impacted the use of our effective registration statements on Form S-3 and Form S-8 to register the offer and sale of securities, and also has limited our ability to issue registered common stock to participants in our dividend reinvestment plan and to use our common stock as a component of compensation for our independent directors. These circumstances will also either prevent or make more costly our efforts to raise future capital if we are unable to use our universal shelf registration statement on Form S-3.

Under applicable SEC rules, an issuer loses the privilege of using "short form" Form S-3 or Form S-8 registration statements to offer and sell securities unless it has timely filed all periodic and other reports required to be filed under the Exchange Act after the initial filing of such a registration statement. As described elsewhere in this Report, EGC and Cox Oil refused to provide the financial statement information concerning EGC required to be filed by us pursuant to SEC Regulation S-X, as described in Section 2340 of the SEC Financial Reporting Manual. This situation has adversely impacted our ability to use our currently effective shelf registration statements on Form S-3, and also could result in the SEC not declaring effective any registration statement that we file on any other form in connection with an offering so long as we remain unable to amend our periodic reports to include the required financial statements of EGC, which could either prevent or make more costly our efforts to raise future capital through the issuance of our equity and debt securities on a rapid basis. While we may be able to raise additional capital through bank financing, private placement transactions or other means, these alternatives could increase both our financing costs and the amount of time required to complete a transaction, and there is no guarantee that we would succeed in raising the additional capital required on a timely basis.

Our dividend reinvestment plan is registered under the Securities Act pursuant to a Form S-3D. As previously disclosed in our Current Report on Form 8-K filed on April 24, 2019, as a result of the refusal by EGC and Cox Oil to provide financial information, we have suspended our dividend reinvestment plan and currently are paying quarterly common stock dividends entirely in cash. Furthermore, the issuance of common stock to our independent directors as a portion of their compensation is registered under the Securities Act pursuant to a Form S-8. We have similarly suspended the issuance of these registered shares under the Company's Director Compensation Plan as a result of our inability to file the required EGC financial statements.

We have engaged in dialogue with the staff of the SEC in an effort to shorten the period during which we do not use these registration statements. There is no assurance that we will be successful in obtaining such relief.

We face risks related to "balloon payments" and refinancings.

Certain of our mortgages will have significant outstanding principal balances on their maturity dates, commonly known as "balloon payments." There can be no assurance that we will be able to refinance the debt on favorable terms or at all. To the extent we cannot refinance this debt on favorable terms or at all, we may be forced to dispose of properties on disadvantageous terms or pay



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higher interest rates, either of which would have an adverse impact on our financial performance and ability to service debt and make distributions.

The transition away from LIBOR may adversely affect our cost to obtain financing.

~~Risk~~Our variable rate indebtedness under the Crimson Credit Facility uses LIBOR as one benchmark for establishing the rate. LIBOR is the subject of recent national, international and other regulatory guidance and proposals for reform. These reforms and other pressures may cause LIBOR to disappear entirely or to perform differently than in the past. The consequences of these developments cannot be entirely predicted, but could include an increase in the cost of our variable rate indebtedness.

In July 2017, the Financial Conduct Authority, the authority that regulates LIBOR, announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. The Alternative Reference Rates Committee ("ARRC") has proposed that the Secured Overnight Financing Rate ("SOFR") is the rate that represents best practice as the alternative to USD-LIBOR for use in derivatives and other financial contracts that are currently indexed to USD-LIBOR. ARRC has proposed a paced market transition plan to SOFR from USD-LIBOR and organizations are currently working on industry wide and company specific


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transition plans as it relates to derivatives and cash markets exposed to USD-LIBOR. There is no guarantee that a transition from LIBOR to an alternative will not result in financial market disruptions, significant increases in benchmark rates, or financing costs to borrowers. We have material contracts that are indexed to USD-LIBOR and we are monitoring this activity and evaluating the related risks.

Risks Related to Our Convertible Notes

We expect that the trading ~~value~~price of the Convertible Notes will be significantly affected by the price of our common stock, which may be volatile.

The market price of our common stock, as well as the general level of interest rates and our credit quality, will likely significantly affect the market price of the Convertible Notes. This may result in significantly greater volatility in the trading ~~value~~price of the Convertible Notes than would be expected for nonconvertible debt securities we may issue.

We cannot predict whether the price of our common stock or interest rates will rise or fall. ~~Trading prices~~The market price of our common stock will be influenced by our operating results and prospects and by economic, financial, regulatory and other factors. General market conditions, including the level of, and fluctuations in, the trading prices of stocks generally, could affect the price of our common stock.

Holders who receive shares of our common stock upon the conversion of their Convertible Notes will be subject to the risk of volatile and depressed market prices of our common stock. There can be no assurances that the market price of our common stock will not fall in the future. A decrease in the market price of our common stock would likely adversely impact the trading price of the Convertible Notes.

The Convertible Notes are structurally subordinated to all liabilities of our existing or future subsidiaries.

Holders of the Convertible Notes do not and will not have any claim as a creditor against any of our present or future subsidiaries. Indebtedness and other liabilities, ~~of those subsidiaries,~~ including trade payables, whether secured or unsecured, of those subsidiaries are structurally senior to our obligations to holders of the Convertible Notes. In the event of a bankruptcy, liquidation, reorganization or other winding up of any of our subsidiaries, such subsidiaries will pay the holders of their debts, holders of any equity interests, including fund investors, and their trade creditors before they will be able to distribute any of their assets to us (except to the extent we have a claim as a creditor of such subsidiary). Any right that we have to receive any assets of any of the subsidiaries upon the bankruptcy, liquidation, reorganization or other winding up of those subsidiaries, and the consequent rights of holders of Convertible Notes to realize proceeds from the sale of any of those subsidiaries' assets, will be effectively structurally subordinated to the claims of those subsidiaries' creditors, including trade creditors and holders of any preferred equity interests of those subsidiaries.

The Convertible Notes are solely the obligations of the Company and are not guaranteed by any of our subsidiaries; whereas, our operations are conducted through, and substantially all of our consolidated assets are held by, our subsidiaries.

The Convertible Notes are our obligations exclusively and are not guaranteed by any of our operating subsidiaries. Substantially all of our consolidated assets are held by our subsidiaries. Accordingly, our ability to service our debt, including the Convertible Notes, depends on the results of operations of our subsidiaries and upon the ability of such subsidiaries to provide us with cash, whether in the form of dividends, loans or otherwise, to pay amounts due on our obligations, including the Convertible Notes. Our subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to make payments on the Convertible Notes or to make any funds available for that purpose. In addition, dividends, loans or other distributions to us from such subsidiaries may be subject to contractual and other restrictions set forth in our current and future debt instruments and are subject to other business considerations.

Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial debt.

Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness, including the Convertible Notes, depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. Our business may not continue to generate cash flow from operations in the future sufficient to service our debt and make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations.


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Regulatory actions may adversely affect the trading price and liquidity of the Convertible Notes.

Current and future regulatory actions and other events may adversely affect the trading price and liquidity of the Convertible Notes. We expect that many investors in, and potential purchasers of, the Convertible Notes will employ, or seek to employ, a convertible arbitrage strategy with respect to the Convertible Notes. Investors would typically implement such a strategy by selling short the common stock underlying the Convertible Notes and dynamically adjusting their short position while continuing to hold the Convertible Notes. Investors may also implement this type of strategy by entering into swaps on our common stock in lieu of or in addition to short selling the common stock.

The SEC and other regulatory and self-regulatory authorities have implemented various rules and taken certain actions, and may in the future adopt additional rules and take other actions, which may impact those engaging in short selling activity involving equity securities (including our common stock). Such rules and actions include Rule 201 of SEC Regulation SHO, the adoption by the Financial Industry Regulatory Authority, Inc. and the national securities exchanges of a "Limit Up-Limit Down" program, the imposition of market-wide circuit breakers that halt trading of securities for certain periods following specific market declines, and the implementation of certain regulatory reforms required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Any governmental or regulatory action that restricts the ability of investors in, or potential purchasers of, the Convertible



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Notes to effect short sales of our common stock, borrow our common stock or enter into swaps on our common stock could adversely affect the trading price and the liquidity of the Convertible Notes.

We may still incur substantially more debt or take other actions which would intensify the risks discussed above.

We and our subsidiaries may be able to incur substantial additional debt in the future, subject to the restrictions contained in our debt instruments, some of which may be secured debt. We are not restricted under the terms of the ~~Indenture~~Indentures governing the Convertible Notes from incurring additional debt, securing existing or future debt, recapitalizing our debt or taking a number of other actions that are not limited by the terms of the ~~Indenture~~Indentures governing the Convertible Notes that could have the effect of diminishing our ability to make payments on the Convertible Notes when due. Our existing credit facilities restrict our ability to incur additional indebtedness, including secured indebtedness, but we may be able to obtain waivers of such restrictions or may not be subject to such restrictions under the terms of any subsequent indebtedness.

We may not have the ability to raise the funds necessary to repurchase the Convertible Notes ~~including~~ upon a fundamental change.

Holders of the Convertible Notes have the right, at their option, to require us to repurchase for cash all of their Convertible Notes, or any portion of the principal thereof that is equal to $1,000, or a multiple of $1,000, upon the occurrence of ~~certain events constituting~~ a fundamental change, as set forth in the ~~Indenture,~~Indentures, at a fundamental change repurchase price equal to 100 percent of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, thereon to (but excluding) the fundamental change ~~purchase~~repurchase date. However, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of Convertible Notes surrendered therefor. Our failure to repurchase Convertible Notes at a time when the repurchase is required by the ~~Indenture~~Indentures would constitute a default under the ~~Indenture.~~Indentures. A default under the ~~Indenture~~Indentures or the fundamental change itself could also lead to a default under agreements governing our existing or future indebtedness. If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase the Convertible Notes or make cash payments upon conversions thereof. Our ability to repurchase the Convertible Notes may also be limited by law or by regulatory authority.

Future sales of shares of our common stock or equity-linked securities in the public market, or the perception that they could occur, may depress the market price for our common stock and adversely impact the trading price of the Convertible Notes.

We may, in the future, sell additional shares of our common stock or equity-linked securities to raise capital. Sales of substantial amounts of additional shares of common stock or equity-linked securities, shares that may be sold by stockholders and shares of common stock underlying the Convertible Notes as well as sales of shares that may be issued in connection with future acquisitions or for other purposes, including to finance our operations and business strategy, or the perception that such sales could occur, may have an adverse effect on the trading price of the Convertible Notes and prevailing market prices for our common stock and our ability to raise additional capital in the financial markets at a time and price favorable to us. The price of our common stock could also be affected by possible sales of our common stock by investors who view the Convertible Notes as a more attractive means of equity participation in our company and by hedging or arbitrage trading activity that we expect will develop involving our common stock.

We have also reserved a substantial amount of shares of our common stock in connection with the Convertible Notes, the issuance of which will dilute the ownership interests of existing stockholders. Any sales in the public market of the common stock issuable upon such issuance or conversion could adversely affect prevailing market prices of our common stock.


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We are unable to predict the effect that sales, or the perception that our shares may be available for sale, will have on the prevailing market price of our common stock and the trading price of the Convertible Notes.

Holders of Convertible Notes are not entitled to any rights with respect to our common stock, but are subject to all changes made with respect to ~~them.~~our common stock.

Holders of Convertible Notes are not entitled to any rights with respect to our common stock (including, without limitation, voting rights and rights to receive any dividends or other distributions on ~~the~~our common stock) prior to the conversion date with respect to any Convertible Notes they surrender for conversion, but are subject to all changes affecting our common stock. For example, if an amendment is proposed to our ~~certificate of incorporation~~charter or bylaws requiring stockholder approval and the record date for determining the stockholders of record entitled to vote on the amendment occurs prior to the conversion date ~~with respect~~related to ~~any Convertible Notes surrendered for~~a holder's conversion of its notes, then ~~the~~such holder ~~surrendering such Convertible Notes~~ will not be entitled to vote on the amendment, although such holder will nevertheless be subject to any changes affecting our common stock.

The Convertible Notes are not protected by restrictive covenants.

The ~~Indenture~~Indentures governing the Convertible Notes ~~does~~do not contain any financial or operating covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by us or any of our subsidiaries. The ~~Indenture contains~~Indentures contain no covenants or other provisions to afford protection to holders of the Convertible Notes in the event of a fundamental change or other corporate transaction involving us except in limited circumstances as set forth in the ~~Indenture.~~Indentures. For example, events such as leveraged recapitalizations, refinancings, restructurings or acquisitions initiated by us may not constitute a fundamental change requiring us to repurchase the Convertible Notes. In the event of any such events, the holders of the Convertible Notes would not have the right to require us to repurchase the Convertible Notes, even though each of these transactions could increase the amount of our indebtedness, or otherwise adversely affect our capital structure or any credit ratings, thereby adversely affecting the trading price of the Convertible Notes.

The ~~adjustment to~~increase in the conversion rate for 5.875% Convertible Notes converted in connection with a ~~Make Whole Adjustment Event~~make-whole fundamental change or notice of redemption may not adequately compensate the holders for any lost value of their 5.875% Convertible Notes as a result of such ~~transaction.~~make-whole fundamental change or redemption.

If a ~~"Make Whole Adjustment Event" (as defined~~make-whole fundamental change occurs prior to the maturity date or if we deliver a notice of redemption, under certain circumstances as described in the ~~Indenture) occurs, under certain circumstances,~~Indenture for the 5.875% Convertible Notes, we will increase the conversion rate by a number of additional shares of our common stock for 5.875% Convertible Notes converted in connection with such ~~Make Whole Adjustment Event.~~make-whole fundamental change or notice of redemption. The increase in the conversion rate will be determined based on the date on which the specified corporate transaction that constitutes a make-whole fundamental change becomes effective or the date we deliver a notice of redemption and the price paid (or deemed to be paid) per share of our common stock in ~~such transaction, all~~the make-whole fundamental change or the average of the last reported sale prices of our common stock over the five consecutive trading day period ending on, and including, the trading day immediately preceding the date of the notice of redemption (such average, the “redemption price”), as ~~set forth~~described in the ~~Indenture.~~Indenture for the 5.875% Convertible Notes. The ~~adjustment to~~increase in the conversion rate for 5.875% Convertible Notes converted in connection with a ~~make whole~~make-whole fundamental change or notice of redemption may not adequately compensate the holders for any lost value of their 5.875% Convertible Notes as a result of such ~~transaction.~~transaction or redemption. In addition, if the price per share of our common stock paid (or deemed to be paid) in the transaction or the redemption price, as applicable, is greater than ~~$45.00~~$65.00 per share or less than ~~$30.00~~$44.25 per share (in each case, subject to adjustment), no additional shares will be added to the conversion rate. Moreover, in no



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event will the conversion rate per $1,000 principal amount of 5.875% Convertible Notes as a result of this adjustment exceed ~~33.3333~~22.5998 shares of our common stock, subject to adjustments in the same manner as the conversion rate as set forth under the terms of the ~~Indenture.~~Indenture for the 5.875% Convertible Notes.

Our obligation to increase the conversion rate ~~upon the occurrence~~or 5.875% Convertible Notes converted in connection with a make-whole fundamental change or notice of ~~a make whole fundamental change~~redemption could be considered a penalty, in which case the enforceability thereof would be subject to general principles of reasonableness and equitable remedies.

The conversion rate of the Convertible Notes may not be adjusted for all dilutive events.

The conversion rate of the Convertible Notes is subject to adjustment for certain events, including, but not limited to, the issuance of certain stock dividends on our common stock, the issuance of certain rights or warrants, subdivisions, combinations, distributions of capital stock, indebtedness, or assets, cash dividends and certain issuer tender or exchange offers. However, the conversion rate will not be adjusted for other events, such as a third-party tender or exchange offer or an issuance of our common stock or derivative instruments for cash or an exercise or conversion of any derivative instrument, that may adversely affect the trading price of the Convertible Notes or our common stock. An event that adversely affects the value of the Convertible Notes may occur, and that event may not result in an adjustment to the conversion rate.


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Some significant restructuring transactions and significant changes in the composition of our board may not constitute a fundamental change, in which case we would not be obligated to offer to repurchase the Convertible Notes.

Upon the occurrence of a fundamental change, holders of Convertible Notes have the right to require us to repurchase their Convertible Notes. However, the fundamental change provisions of the ~~Indenture~~Indentures do not afford protection to holders of Convertible Notes in the event of other transactions that could adversely affect the Convertible Notes. For example, transactions such as leveraged recapitalizations, refinancings, restructurings, or acquisitions initiated by us may not constitute a fundamental change requiring us to repurchase the Convertible Notes. In the event of any such transaction, the holders would not have the right to require us to repurchase the Convertible Notes, even though each of these transactions could increase the amount of our indebtedness, or otherwise adversely affect our capital structure or any credit ratings, thereby adversely affecting the holders of Convertible Notes.

In addition, absent the occurrence of a fundamental change, changes in the composition of our Board of Directors will not provide holders with the right to require us to repurchase the Convertible Notes or to an increase in the conversion rate upon conversion.

We have not registered the 5.875% Convertible Notes or the common stock issuable upon conversion of the 5.875% Convertible Notes which will limit the holders' ability to resell them.

The 5.875% Convertible Notes and the shares of common stock issuable upon conversion of the 5.875% Convertible Notes have not been registered under the Securities Act or any state securities laws. Unless the 5.875% Convertible Notes and the shares of common stock issuable upon conversion of the 5.875% Convertible Notes have been registered, the 5.875% Convertible Notes and such shares may not be transferred or resold except in a transaction exempt from or not subject to the registration requirements of the Securities Act and applicable state securities laws. We do not intend to file a registration statement for the resale of the 5.875% Convertible Notes and the common stock into which the 5.875% Convertible Notes are convertible.

An active trading market may not develop for the Convertible Notes or, if it develops, may not be maintained or be liquid.

We do not intend to apply to list the Convertible Notes on any securities exchange or to arrange for quotation on any automated dealer quotation system. The ~~underwriters in our public offering~~initial purchasers of the 5.875% Convertible Notes may cease their market-making of the Convertible Notes at any time without notice. In addition, the liquidity of the trading market in the Convertible Notes, and the market price quoted for the Convertible Notes, may be adversely affected by changes in the overall market for this type of security and by changes in our financial performance or prospects or in the prospects for companies in our industry generally. As a result, an active trading market may not develop for the Convertible Notes. If an active trading market does not develop or is not maintained, the market price and liquidity of the Convertible Notes may be adversely affected. In that case holders of the Convertible Notes may not be able to sell their Convertible Notes at a particular time or they may not be able to sell their Convertible Notes at a favorable price.

The liquidity of the trading market, if any, and future trading prices of the Convertible Notes will depend on many factors, including, among other things, the market price of our common stock, prevailing interest rates, our financial condition, results of operations, business, prospects and credit quality relative to our competitors, the market for similar securities and the overall securities market. The liquidity of the trading market of the Convertible Notes may be adversely affected by unfavorable changes in any of these factors, some of which are beyond our control and others of which would not affect debt that is not convertible into capital stock. Historically, the market for convertible debt has been subject to disruptions that have caused volatility in prices of securities similar to the Convertible Notes. Market volatility could materially and adversely affect the Convertible Notes, regardless of our financial condition, results of operations, business, prospects or credit quality.

The Convertible Notes are not rated. Any adverse rating of the Convertible Notes may cause their trading price to fall.

We do not intend to seek a rating on the Convertible Notes. However, if a rating service were to rate the Convertible Notes and if such rating service were to lower its rating on the Convertible Notes below the rating initially assigned to the Convertible Notes or otherwise announces its intention to put the Convertible Notes on credit watch or to withdraw the rating, the trading price of the Convertible Notes could decline.

Upon conversion of the Convertible Notes, holders may receive less valuable consideration than expected because the value of our common stock may decline after they exercise their conversion right.

Under the Convertible Notes, a converting holder will be exposed to fluctuations in the value of our common stock during the period from the date such holder surrenders Convertible Notes for conversion until the date we settle our conversion obligation. We will be required to deliver the shares of our common stock, together with cash for any fractional shares, on the third ~~scheduled trading~~business day following the relevant conversion date; and for any conversion that occurs on or after the record date for the payment



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of interest on the Convertible Notes at the maturity date, we will be required to deliver shares on the maturity date. Accordingly, if


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the price of our common stock decreases during this period, the value of the shares that the holders receive will be adversely affected and would be less than the conversion value of the Convertible Notes on the conversion date.

Conversion of the Convertible Notes may dilute the ownership interest of existing stockholders, including holders who had previously converted their Convertible Notes.

To the extent we issue shares of our common stock upon conversion of the Convertible Notes, the conversion of some or all of the Convertible Notes will dilute the ownership interests of existing stockholders. Any sales in the public market of shares of our common stock issuable upon such conversion of the Convertible Notes could adversely affect prevailing market prices of our common stock. In addition, the existence of the Convertible Notes may encourage short selling by market participants because the conversion of the Convertible Notes could be used to satisfy short positions, or anticipated conversion of the Convertible Notes into shares of our common stock could depress the price of our common stock.

Provisions of the Convertible Notes could discourage an acquisition of us by a third party.

Certain provisions of the ~~Indenture~~Indentures and the Convertible Notes could make it more difficult or more expensive for a third party to acquire us. Upon the occurrence of certain transactions constituting a fundamental change under the ~~Indenture,~~Indentures, holders of the Convertible Notes will have the right, at their option, to require us to repurchase all or a portion of their Convertible Notes. We may also be required to increase the conversion rate upon conversion or provide for conversion into the acquirer's capital stock in the event of certain fundamental changes. In addition, the ~~Indenture~~Indentures and the Convertible Notes prohibit us from engaging in certain mergers or acquisitions unless, among other things, the surviving entity assumes our obligations under the Convertible Notes and the ~~Indenture.~~Indentures.

Holders of the Convertible Notes may be subject to tax if we make or fail to make certain adjustments to the conversion rate of the Convertible Notes even though they do not receive a corresponding cash distribution.

The conversion rate of the Convertible Notes is subject to adjustment in certain circumstances, including the payment of cash dividends. If the conversion rate is adjusted as a result of a distribution that is taxable to our common stockholders, such as a cash dividend, holders of Convertible Notes may be deemed to have received a dividend subject to U.S. federal income tax without the receipt of any cash. In addition, a failure to adjust (or to adjust adequately) the conversion rate after an event that increases the proportionate interest in us could be treated as a deemed taxable dividend to holders of the Convertible Notes. If, pursuant to the terms of the ~~Indenture,~~Indentures, a ~~make whole~~make-whole fundamental change occurs on or prior to the maturity date, under some circumstances, we will increase the conversion rate for Convertible Notes converted in connection with the ~~make whole~~make-whole fundamental change. Such increase may also be treated as a distribution subject to U.S. federal income tax as a dividend. For a non-U.S. holder of the Convertible Notes, any deemed dividend may be subject to U.S. federal withholding tax at a 30 percent rate, or such lower rate as may be specified by an applicable treaty, which may be set off against subsequent payments on the Convertible Notes.

Because the Convertible Notes were initially issued in book-entry form, holders must rely on the Depository Trust Company's ("DTC") procedures to receive communications relating to the Convertible Notes and exercise their rights and remedies.

We initially issued the Convertible Notes in the form of one or more global notes registered in the name of Cede & Co., as nominee of DTC. Beneficial interests in global notes will be shown on, and transfers of global notes will be affected only through, the records maintained by DTC. Except in limited circumstances, we will not issue certificated notes. Accordingly, if the holders own a beneficial interest in a global note, then they will not be considered an owner or holder of the Convertible Notes. Instead, DTC or its nominee will be the sole holder of global notes. Unlike persons who have certificated notes registered in their names, owners of beneficial interests in global notes will not have the direct right to act on our solicitations for consents or requests for waivers or other actions from holders. Instead, those beneficial owners will be permitted to act only to the extent that they have received appropriate proxies to do so from DTC or, if applicable, a DTC participant. The applicable procedures for the granting of these proxies may not be sufficient to enable owners of beneficial interests in global notes to vote on any requested actions on a timely basis. In addition, notices and other communications relating to the Convertible Notes will be sent to DTC. We expect DTC to forward any such communications to DTC participants, which in turn would forward such communications to indirect DTC participants. But we can make no assurances that holders will timely receive any such communications.

Risks Related to Our Preferred Stock

An active trading market for our depositary shares may not be maintained.

Our depositary shares, each of which represents 1/100th of a share of our Series A Preferred Stock, are listed on the NYSE; however, we can provide no assurance that an active trading market on the NYSE for the depositary shares may be maintained. As a result, the ability to transfer or sell the depositary shares and any trading price of the depositary shares could be adversely affected.


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The market price of the depositary shares representing interests in our Series A Preferred Stock may be adversely affected by the future incurrence of debt or issuance of preferred stock by the Company.

In the future, we may increase our capital resources by making offerings of debt securities and preferred stock of the Company and other borrowings by the Company. The debt securities, preferred stock (if senior to our Series A Preferred Stock) and borrowings of the Company are senior in right of payment to our Series A Preferred Stock, and all payments (including dividends, principal and interest) and liquidating distributions on such securities and borrowings could limit our ability to pay dividends or make other distributions to the holders of depositary shares representing interests in our Series A Preferred Stock.

Because our decision to issue securities and make borrowings in the future will depend on market conditions and other factors, some of which may be beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings or borrowings. Thus, holders of the depositary shares representing interests in Series A Preferred Stock bear the risk of our future offerings or borrowings reducing the market price of the depositary shares representing interests in our Series A Preferred Stock.

A holder of depositary shares representing interests in the Series A Preferred Stock has extremely limited voting rights.

The voting rights of a holder of depositary shares are limited. Our common stock is the only class of our securities that carries full voting rights. Voting rights for holders of depositary shares exist primarily with respect to (i) the ability to elect (together with the holders of other series of preferred stock on parity with the Series A Preferred Stock, if any) two additional directors to our



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Board of Directors in the event that six quarterly dividends (whether or not declared or consecutive) payable on the Series A Preferred Stock are in arrears, ~~and with respect to~~(ii) voting on amendments to our Charter, including the articles supplementary creating our Series A Preferred Stock (in some cases voting together with the holders of Parity Preferred Stock as a single class) that materially and adversely affect the rights of the holders of depositary shares representing interests in the Series A Preferred Stock ~~or create~~and (iii) the creation of additional classes or series of our stock that are senior to the Series A Preferred Stock with respect to the payment of dividends or distributions of assets upon our liquidation, in each case, provided that in any event adequate provision for redemption has not been made. Other than certain limited circumstances, holders of depositary shares do not have any voting rights.

The Change of Control conversion feature of Series A Preferred Stock may not adequately compensate the holders, and the Change of Control conversion and redemption features of the shares of Series A Preferred Stock underlying the depositary shares may make it more difficult for a party to take over the Company or discourage a party from taking over the Company.

Upon the occurrence of a Change of Control (as defined in the Articles Supplementary for Series A Preferred Stock), holders of the depositary shares representing interests in our Series A Preferred Stock will have the right (unless, prior to the Change of Control Conversion Date (as defined in the Articles Supplementary for Series A Preferred Stock), we have provided notice of our election to redeem the depositary shares either pursuant to our optional redemption right or our special optional redemption right) to convert some or all of their depositary shares into shares of our common stock (or equivalent value of Alternative Conversion Consideration). Upon such a conversion, the maximum number of shares of common stock that holders of depositary shares will receive for each depositary share converted will be limited to the Share Cap. These features of the Series A Preferred Stock may have the effect of inhibiting a third party from making an acquisition proposal for the Company or of delaying, deferring or preventing a Change of Control of the Company under circumstances that otherwise could provide the holders of our common stock and Series A Preferred Stock with the opportunity to realize a premium over the then-current market price or that stockholders may otherwise believe is in their best interests.

The market price of the depositary shares could be substantially affected by various factors.

The market price of the depositary shares will depend on many factors, which may change from time to time, including:

•Prevailing interest rates, increases in which may have an adverse effect on the market price of the depositary shares representing interests in our Series A Preferred Stock;

•The market for similar securities issued by other REITs;

•General economic and financial market conditions;

•The financial condition, performance and prospects of us, our tenants and our competitors;

•Any rating assigned by a rating agency to the depositary shares;

•Changes in financial estimates or recommendations by securities analysts with respect to us, our competitors or our industry; and

•Actual or anticipated variations in our quarterly operating results and those of our competitors.


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In addition, over the last several years, prices of equity securities in the U.S. trading markets have been experiencing extreme price fluctuations. As a result of these and other factors, investors holding our depositary shares may experience a decrease, which could be substantial and rapid, in the market price of the depositary shares, including decreases unrelated to our financial condition, performance or prospects. Likewise, in the event that the depositary shares become convertible and are converted into shares of our common stock, holders of our common stock issued upon such conversion may experience a similar decrease, which also could be substantial and rapid, in the market price of our common stock.

Risks Related to REIT Qualification and Federal Income Tax Laws

We have elected to be taxed as a REIT for fiscal 2013 and subsequent years, but the IRS may challenge our qualification as a REIT.

We have elected to be a REIT for federal income tax purposes. In order to qualify as a REIT, a substantial percentage of our income must be derived from, and our assets consist of, real estate assets, and, in certain cases, other investment property. We have acquired and managed investments which satisfy the REIT tests. Whether a particular investment is considered a real estate asset for such purposes depends upon the facts and circumstances of the investment. Due to the factual nature of the determination, the IRS may challenge whether any particular investment will qualify as a real estate asset or realize income which satisfies the REIT income tests. In determining whether an investment is a real property asset, we will look at the Code and the IRS's interpretation of the Code in regulations, published rulings, private letter rulings and other guidance. In the case of a private letter ruling issued to another taxpayer, we would not be able to bind the IRS to the holding of such ruling. We have received private letter rulings from the IRS with respect to certain issues relevant to our qualification as a REIT. In general, the rulings provide, subject to the terms and conditions contained therein, that we may treat certain of our assets as qualifying REIT assets and certain income that we receive as rents from interests in real property. Although we may generally rely upon the rulings, no assurance can be given that the IRS will not challenge our qualification as a REIT on the basis of other issues or facts outside the scope of the rulings.If the IRS successfully challenges our



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qualification as a REIT, we may not be able to achieve our objectives and the value of our stock may decline. As a REIT, our distributions from earnings and profits will be treated as ordinary income and a return of capital, and generally will not qualify as qualified dividend income ("QDI").

Fluctuations in the fair market value of the assets that we own and that are owned by our taxable REIT subsidiaries may adversely affect our continued qualification as a REIT.

We have to satisfy the asset tests at the end of each quarter. Although fluctuations in the fair market value of our assets should not adversely affect our qualification as a REIT, we must satisfy the asset tests immediately after effecting the REIT acquisition of any asset. Thus, we may be limited in our ability to purchase certain assets depending upon the potential fluctuations in the fair market value of our direct and indirect assets. As fair market value determinations are ~~inherently~~ factual, risks exist as to the fair market determination.

Although we believe that the Grand Isle Gathering System and Pinedale LGS ~~and the Portland Terminal Facility~~ constitute real estate assets under the REIT provisions of the Code, that belief is not binding on the IRS or any court and does not guarantee our qualification as a REIT.

On August 31, 2016, the IRS issued final regulations to define real property under the REIT provisions, which provide that interests in real estate include inherently permanent structures such as pipelines and certain related assets. The qualifying real estate assets in the energy infrastructure sector include electric transmission and distribution systems, pipeline systems, and storage and terminaling systems, among others. We believe that substantially all of the Grand Isle Gathering System and Pinedale LGS ~~and Portland Terminal Facility constitute~~constituted real estate assets under the REIT provisions during the entire period that we owned those assets, consistent with the final regulations and certain private letter rulings. We have not obtained any private letter rulings with respect to the Grand Isle Gathering ~~System or Portland Terminal Facility.~~System. We ~~have~~ received a private letter ruling and certain other confirmation from the IRS that certain Pinedale LGS assets ~~qualify~~qualified as real property for REIT purposes. If the Grand Isle Gathering System or Pinedale LGS ~~does~~should not constitute a real estate asset for federal income tax purposes, we ~~would~~could likely ~~fail~~be found to have failed to continue to qualify as a ~~REIT.~~REIT for the years during which we owned those assets. If that should occur, it likely would prevent us from achieving our business objectives and could cause the value of our stock to decline.

Failure to qualify as a REIT would have significant adverse consequences to us and the value of our common stock.

Beginning with our fiscal year ended December 31, 2013, we believe our income and investments have allowed us to meet the income and asset tests necessary for us to qualify for REIT status and we have elected to be taxed as a REIT for fiscal years 2013 through ~~2017.~~2020. Qualification as a REIT involves the application of highly technical and complex provisions of the Internal Revenue Code as to which there may only be limited judicial and administrative interpretations and involves the determination of facts and circumstances not entirely within our control. Future legislation, new regulations, administrative interpretations or court decisions may significantly change the tax laws or the application of the tax laws with respect to qualification as a REIT for


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federal income tax purposes or the federal income tax consequences of such qualification. Accordingly, we cannot assure ~~you~~our stockholders that we will be organized or will operate to qualify as a REIT for future fiscal years. If, with respect to any taxable year, we fail to qualify as a REIT, we would not be allowed to deduct distributions to stockholders in computing our taxable income. After our initial election and qualification as a REIT, if we later failed to so qualify and we were not entitled to relief under the relevant statutory provisions, we would also be disqualified from treatment as a REIT for four subsequent taxable years. If we fail to qualify as a REIT, corporate-level income tax ~~including any applicable alternative minimum tax (which alternative minimum tax has been repealed for tax years after 2017),~~ would apply to our taxable income at regular corporate rates. As a result, the amount available for distribution to holders of equity securities would be reduced for the year or years involved, and we would no longer be required to make distributions. In addition, our failure to qualify as a REIT could impair our ability to expand our business and raise capital, and it could adversely affect the value of our common stock.

As a REIT, failure to make required distributions would subject us to federal corporate income tax.

In order to remain qualified for taxation as a REIT, we also are generally required to distribute at least 90 percent of our REIT taxable income (determined without regard to the dividends paid deduction and excluding net capital gain) each year, or in limited circumstances, the following year, to our stockholders. Beginning with our fiscal year ended December 31, 2013, we believe we have satisfied these requirements. While the amount, timing and form of any future distributions will be determined, and will be subject to adjustment, by our Board of Directors, we generally expect to distribute all or substantially all of our REIT taxable income. If our cash available for distribution falls short of our estimates, we may be unable to maintain distributions that approximate our REIT taxable income and may fail to remain qualified for taxation as a REIT. In addition, our cash flows from operations may be insufficient to fund required distributions as a result of differences in timing between the actual receipt of income and the payment of expenses and the recognition of income and expenses for federal income tax purposes, or the effect of nondeductible expenditures, such as capital expenditures, payments of compensation for which Section 162(m) of the Code denies a deduction, interest expense deductions limited by Section 163(j) of the Code, the creation of reserves or required debt service or amortization payments.

To the extent that we satisfy the 90 percent distribution requirement but distribute less than 100 percent of our REIT taxable income, we will be subject to federal corporate income tax on our undistributed taxable income. In addition, we will be subject to a 4 percent nondeductible excise tax on our undistributed taxable income to the extent the actual amount that we distribute to our stockholders for a calendar year is less than the minimum distribution amount specified under the Code.

Ownership limitation provisions in our charter may delay or prevent certain transactions in our shares, and could have the effect of delaying, deferring or preventing a transaction or change of control of our Company.

To maintain our qualification as a REIT for U.S. federal income tax purposes, among other purposes, our charter includes provisions designed to ensure that not more than 50 percent in value of our outstanding stock may be owned, directly or indirectly, by or for five or fewer individuals (as defined in the Internal Revenue Code to include certain entities such as private foundations) at any time during the last half of any taxable year. Subject to the exceptions described below, our charter generally prohibits any person (as defined under the Internal Revenue Code to include certain entities) from actually owning or being deemed to own by virtue of the applicable constructive ownership provisions of the Internal Revenue Code, (i) more than 9.8 percent (in value or in number of shares, whichever is more restrictive) of the issued and outstanding shares of our common stock or (ii) more than 9.8 percent in value of the aggregate of the outstanding shares of all classes and series of our stock, in each case, excluding any shares of our stock not treated as outstanding for federal income tax purposes. We refer to these restrictions as the "ownership limitation provisions." Our charter further prohibits any person from beneficially or constructively owning shares of our capital stock that would result in us being "closely held" under Section 856(h) of the Code or otherwise failing to qualify as a REIT. Our charter



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also provides that any transfer of shares of our capital stock which would, if effective, result in our capital stock being beneficially owned by fewer than 100 persons (as determined pursuant to the Internal Revenue Code) shall be void ab initio and the intended transferee shall acquire no rights in such shares. These ownership limitation provisions may prevent or delay individual transactions in our stock that would trigger such provisions, and also could have the effect of delaying, deferring or preventing a change in control and, as a result, could adversely affect our stockholders' ability to realize a premium for their shares of common stock. However, ~~upon request,~~ our Board of Directors may waive the ownership limitation provisions with respect to a particular stockholder and establish different ownership limitation provisions for such stockholder. In granting such waiver, our Board of Directors may also require the stockholder receiving such waiver to make certain representations, warranties and covenants related to our ability to qualify as a REIT.

Ownership limitations in our charter may impair the ability of holders to convert Convertible Notes into our common stock.

In order to assist us in maintaining our qualification as a REIT for U.S. federal income tax purposes, among other purposes, our charter restricts ownership of more than 9.8 percent (in value or in number, whichever is more restrictive) of our outstanding shares of common stock, or 9.8 percent in value of our outstanding capital stock, subject to certain exceptions. Notwithstanding


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any other provision of the Convertible Notes or the ~~Indenture,~~Indentures, no holder of Convertible Notes will be entitled to receive common stock following conversion of such Convertible Notes to the extent that receipt of such common stock would cause such holder (after application of certain constructive ownership rules) to exceed the ownership limit contained in our charter. We will not be able to deliver our common stock, even if we would otherwise choose to do so, to any holder of Convertible Notes if the delivery of our common stock would cause that holder to exceed the ownership limits described above.

Complying with REIT requirements may affect our profitability and may force us to liquidate or forgo otherwise attractive investments.

To qualify as a REIT, we must continually satisfy tests concerning, among other things, the nature and diversification of our assets, the sources of our income and the amounts we distribute to our stockholders. We may be required to liquidate or forgo otherwise attractive investments in order to satisfy the asset and income tests or to qualify under certain statutory relief provisions. We may also be required to make distributions to stockholders at disadvantageous times or when we do not have funds readily available for distribution. As a result, having to comply with the distribution requirement could cause us to sell assets in adverse market conditions, borrow on unfavorable terms or distribute amounts that would otherwise be invested in future acquisitions, capital expenditures or repayment of debt. Accordingly, satisfying the REIT requirements could materially and adversely affect us.

As a REIT, re-characterization of sale-leaseback transactions may cause us to lose our REIT status.

We intend to purchase certain properties and simultaneously lease those same properties back to the sellers. While we will use our best efforts to structure any such sale-leaseback transaction so that the lease will be characterized as a "true lease," thereby allowing us to be treated as the owner of the property for U.S. federal income tax purposes, the IRS could challenge such characterization. In the event that any sale-leaseback transaction is recharacterized as a financing transaction or loan for U.S. federal income tax purposes, deductions for depreciation and cost recovery relating to such property would be disallowed. If a sale-leaseback transaction were so recharacterized, we might fail to satisfy the REIT qualification "asset tests" or the "income tests" and, consequently, lose our REIT status effective with the year of re-characterization. Alternatively, the amount of our REIT taxable income could be recalculated which might also cause us to fail to meet the distribution requirement for a taxable year.

As a REIT, we are required to make distributions, other than capital gain distributions, to our stockholders each year in the amount of at least 90 percent of our REIT taxable income in order to deduct distributions to our stockholders. As a result, we will continue to need additional capital to make new investments. If additional funds are unavailable or not available on favorable terms, our ability to make new investments will be impaired.

As a REIT, we are required to distribute at least 90 percent of our REIT taxable income in order to deduct distributions to our stockholders, and as such we expect to continue to require additional capital to make new investments or carry existing investments. We may acquire additional capital from the issuance of securities senior to our common stock, including additional borrowings or other indebtedness or the issuance of additional securities. We may also acquire additional capital through the issuance of additional equity. However, we may not be able to raise additional capital in the future on favorable terms or at all. Unfavorable economic conditions could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. We may issue debt securities, other instruments of indebtedness or preferred stock, and we may borrow money from banks or other financial institutions, which we refer to collectively as "senior securities." As a result of issuing senior securities, we will also be exposed to typical risks associated with leverage, including increased risk of loss. If we issue preferred securities which will rank "senior" to our common stock in our capital structure, the holders of such preferred securities may have separate voting rights and other rights, preferences or privileges more favorable than those of our common stock, and the issuance of such preferred securities could have the effect of delaying, deferring or preventing a transaction or a change of control that might involve a premium price for security holders or otherwise be in our best interest.



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To the extent our ability to issue debt or other senior securities is constrained, we will depend on issuances of additional common stock to finance new investments. If we raise additional funds by issuing more of our common stock or senior securities convertible into, or exchangeable for, our common stock, the percentage ownership of our stockholders at that time would decrease, and ~~you~~our stockholders may experience dilution.

If we acquire C corporations in the future, we may inherit material tax liabilities and other tax attributes from such acquired corporations, and we may be required to distribute earnings and profits.

From time to time we may acquire C corporations or assets of C corporations in transactions in which the basis of the corporations' assets in our hands is determined by reference to the basis of the assets in the hands of the acquired corporations, or carry-over basis transactions.


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In the case of assets we acquire from a C corporation in a carry-over basis transaction, if we dispose of any such asset in a taxable transaction (including by deed in lieu of foreclosure) during the five-year period beginning on the date of the carry-over basis transaction, then we will be required to pay tax at the highest regular corporate tax rate on the gain recognized to the extent of the excess of (1) the fair market value of the asset over (2) our adjusted tax basis in the asset, in each case determined as of the date of the carry-over basis transaction. Any taxes we pay as a result of such gain would reduce the amount available for distribution to our stockholders. The imposition of such tax may require us to forgo an otherwise attractive disposition of any assets we acquire from a C corporation in a carry-over basis transaction, and as a result may reduce the liquidity of our portfolio of investments. In addition, in such a carry-over basis transaction, we ~~will~~could potentially succeed to any tax liabilities and earnings and profits of ~~the~~any acquired C corporation. To qualify as a REIT, we must distribute any non-REIT earnings and profits by the close of the taxable year in which such transaction occurs. If the IRS were to determine that we acquired non-REIT earnings and profits from a corporation that we failed to distribute prior to the end of the taxable year in which the carry-over basis transaction occurred, we could avoid disqualification as a REIT by paying a "deficiency dividend." Under these procedures, we generally would be required to distribute any such non-REIT earnings and profits to our stockholders within 90 days of the determination and pay a statutory interest charge at a specified rate to the IRS. Such a distribution would be in addition to the distribution of REIT taxable income necessary to satisfy the REIT distribution requirement and may require that we borrow funds to make the distribution even if the then-prevailing market conditions are not favorable for borrowings. In addition, payment of the statutory interest charge could materially and adversely affect us.

Legislative or other actions affecting REITs could have a negative effect on us.

The rules dealing with federal, state and local income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Department of the Treasury. Changes to the tax laws, with or without retroactive application, could materially and adversely affect our investors or us. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") was enacted in response to the COVID-19 pandemic, and on December ~~22, 2017,~~27, 2020, the Consolidated Appropriation Act, 2021 was enacted. The Consolidation Appropriations Act included the Taxpayer Certainty and Disaster Relief Act of 2020 ("Disaster Relief Act") and the COVID-related Tax ~~Cuts and Jobs~~Relief Act ~~was signed into law by the U.S. President.~~of 2020 ("COVID Relief Act"). Although we are not aware of any provision in the final ~~tax reform~~ legislation or any pending tax legislation that would adversely affect our ability to qualify as a REIT, we cannot predict how future changes in the tax laws might affect our investors or us. New legislation, Treasury Regulations, administrative interpretations or court decisions could significantly and negatively affect our ability to qualify as a REIT or the income tax consequences of such qualification.

Risks Related to Our Corporate Structure and Governance

Corridor may serve as a manager to other entities, which may create conflicts of interest not in the best interest of us or our stockholders.

Corridor's services under the Management Agreement are not exclusive, and, while it currently does not have any contractual arrangement to do so, it is free to furnish the same or similar services to other entities, including businesses that may directly or indirectly compete with us so long as its services to us are not impaired by the provision of such services to others. Corridor and its members may have obligations to other entities, the fulfillment of which might not be in the best interests of us or our stockholders.

We will be dependent upon key personnel of Corridor and Crimson for our future success.

We have entered into a management agreement with Corridor to provide full management services to us for real property asset investments. Further, certain members of the Crimson management team are also officers of CorEnergy. We will be dependent on the diligence, expertise and business relationships of the management of Corridor and Crimson to implement our strategy of acquiring real property assets. The departure of one or more investment professionals of Corridor or Crimson could have a material adverse effect on our ability to implement this strategy and on the value of our common stock. There can be no assurance that we will be successful in implementing our strategy.

Members of our management team have competing duties to other entities, which could result in decisions that are not in the best interests of our stockholders.

Certain of our officers and the employees of Crimson do not spend all of their time managing our activities. These executive officers and the employees of Crimson allocate some, or a material portion, of their time to other businesses and activities. None of these individuals is required to devote a specific amount of time to our affairs. As a result of these overlapping responsibilities, there may be conflicts of interest among and reduced time commitments from our officers and employees of Crimson that they will face in making decisions on our behalf. Accordingly, CorEnergy competes with Crimson, their affiliates and possibly other entities for the time and attention of these officers.



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In addition to the ownership limit provisions discussed above, certain provisions of our charter and of Maryland law may limit the ability of stockholders to control our policies and effect a change of control of our Company.

Our charter authorizes our Board of Directors to amend our charter to increase or decrease the aggregate number of authorized shares of stock, to authorize us to issue additional shares of our common stock or preferred stock and to classify or reclassify unissued shares of our common stock or preferred stock and thereafter to authorize us to issue such classified or reclassified shares of stock. We believe that these provisions in our charter provide us with increased flexibility in structuring possible future financings and acquisitions and in meeting other needs that might arise. The additional classes or series, as well as the additional authorized shares of ~~common~~ stock, will be available for issuance without further action by our stockholders, unless such action is required by applicable law or the rules of any stock exchange or automated quotation system on which our securities may be listed or traded. Although our Board of Directors does not currently intend to do so, it could authorize us to issue a class or series of stock that could, depending upon the terms of the particular class or series, delay, defer or prevent a transaction or a change of control of our company that might involve a premium price for holders of our common stock or that our common stockholders otherwise believe to be in their best interests.

Provisions of the Maryland General Corporation Law and our charter and bylaws could deter takeover attempts and have an adverse impact on the price of our common stock.

The following considerations related to provisions of Maryland General Corporation Law, and of our charter and bylaws, may have the effect of discouraging, delaying or making difficult a change in control of our Company or the removal of our incumbent directors:

•We are subject to the Business Combination Act of the Maryland General Corporation Law. However, pursuant to the statute, our Board of Directors has adopted a resolution exempting us from the Maryland Business Combination Act for any business combination between us and any person to the extent that such business combination receives the prior approval of our ~~board.~~Board of Directors. This resolution, however, may be altered or repealed in whole or in part at any time by our Board of Directors. If this resolution is repealed, or our Board of Directors does not otherwise approve a business combination with a person, the statute may discourage others from trying to acquire control of us and increase the difficulty of consummating any offer.

•Our bylaws exempt from the Maryland Control Share Acquisition Act acquisitions of stock by any person. If we amend our bylaws to repeal the exemption from the Maryland Control Share Acquisition Act, the Maryland Control Share Acquisition Act also may make it more difficult to obtain control of our Company.

•As described above, our charter includes a share ownership limit and other restrictions on ownership and transfer of shares, in each such case designed, among other purposes, to preserve our status as a REIT, which may have the effect of precluding an acquisition of control of us without the approval of our Board of Directors.

•Under our charter, our Board of Directors is divided into three classes serving staggered terms, which may make it more difficult for a hostile bidder to acquire control of us.

•Our charter contains a provision whereby we have elected to be subject to the provisions of Title 3, Subtitle 8 of the Maryland General Corporation Law relating to the filling of vacancies on our Board of Directors. Further, through provisions in our charter and bylaws unrelated to Subtitle 8, we (1) require a two-thirds vote for the removal of any director from the board, which removal must be for cause, (2) vest in the board the exclusive power to fix the number of directors, subject to limitations set forth in our charter and bylaws, (3) have a classified Board of Directors and (4) require that, unless a special meeting of stockholders is called by the chairman of our Board of Directors, our chief executive officer, our president or our Board of Directors, such a special meeting may ~~only~~ be called to consider and vote on any matter that may properly be considered at a meeting of stockholders only at the request of stockholders entitled to cast not less than a majority of all votes entitled to be cast on a matter at such meeting.

•In addition, our Board of Directors may, without stockholder action, authorize the issuance of shares of stock in one or more classes or series, including preferred stock. Our Board of Directors also may, without stockholder action, amend our charter to increase the number of shares of stock of any class or series that we have authority to issue.

•Our bylaws include advance notice provisions, governing stockholders' director nominations or proposal of other business to be considered at an annual meeting of our stockholders, requiring the continuous ownership by the stockholder(s) putting forth any such nominee or proposal of at least one percent ~~(1%)~~(1 percent) of our outstanding shares ~~of beneficial interest~~ for a minimum period of at least three years prior to the date of such nomination or proposal and through the date of the related annual meeting (including any adjournment or postponement thereof), each as specified in the bylaws.

•Our bylaws designate certain Maryland courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders' ability to obtain a judicial forum that our stockholders believe is favorable for disputes with us or our directors, officers or employees.



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The existence of these provisions, among others, may have a negative impact on the price of our common stock and may discourage third party bids for ownership of our Company. These provisions may prevent any premiums being offered to you for our common stock.

Our ability to pay dividends is limited by the requirements of Maryland law.

Our ability to pay dividends on our common stock and Series A Preferred Stock is limited by the laws of Maryland. Under the Maryland General Corporation Law, a Maryland corporation generally may not make a distribution if, after giving effect to the distribution, the corporation would not be able to pay its debts as the debts become due in the usual course of business, or the corporation's total assets would be less than the sum of its total liabilities plus, unless the corporation's charter provides otherwise, the amount that would be needed, if the corporation were dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution. Accordingly, we may not make a distribution on our common stock ~~and~~or the Series A Preferred Stock if, after giving effect to the distribution, we would not be able to pay our debts as they become due in the usual course of business or our total assets would be less than the sum of our total liabilities plus, unless the terms of such class or series provide otherwise, the amount that would be needed to satisfy the preferential rights upon dissolution of the holders of any shares of any class or series of preferred stock then outstanding, if any, with preferences senior to those of our common stock ~~and~~or the Series A Preferred Stock.

~~Additional Risks to Our Stockholders~~

~~Our use of leverage increases the risk of investing in our securities and will increase the costs borne by common stockholders.~~

Our use of leverage through the issuance of any preferred stock or debt securities, and any additional borrowings or other transactions involving indebtedness (other than for temporary or emergency purposes) are or would be considered "senior securities" and create risks. Leverage may adversely affect common stockholders. If the return on securities acquired with borrowed funds or other leverage proceeds does not exceed the cost of the leverage, the use of leverage could cause us to lose money.

Our issuance of senior securities involves offering expenses and other costs, including interest payments, which are borne indirectly by our common stockholders. Fluctuations in interest rates could increase interest or dividend payments on our senior securities, and could reduce cash available for distribution on common stock. Increased operating costs, including the financing cost associated with any leverage, may reduce our total return to common stockholders.

Rating agency guidelines applicable to any senior securities may impose asset coverage requirements, dividend limitations, voting right requirements (in the case of the senior equity securities), and restrictions on our portfolio composition and our use of certain investment techniques and strategies. The terms of any senior securities or other borrowings may impose additional requirements, restrictions and limitations that are more stringent than those required by a rating agency that rates outstanding senior securities. These requirements may have an adverse effect on us and may affect our ability to pay distributions on common stock and preferred stock. To the extent necessary, we may redeem our senior securities to maintain the required asset coverage. Doing so may require that we liquidate investments at a time when it would not otherwise be desirable to do so.

In addition, lenders from whom we may borrow money or holders of our debt securities may have fixed dollar claims on our assets that are superior to the claims of our stockholders, and we have granted, and may in the future grant, a security interest in our assets in connection with our debt. In the case of a liquidation event, those lenders or note holders would receive proceeds before our stockholders. If the value of our assets increases, then leveraging would cause the book value of our common stock to increase more than it otherwise would have had we not leveraged. Conversely, if the value of our assets decreases, leveraging would cause the book value of our common stock to decline more than it otherwise would have had we not leveraged. Similarly, any increase in our revenue in excess of interest expense on our borrowed funds would cause our net income to increase more than it would without the leverage. Any decrease in our revenue would cause our net income to decline more than it would have had we not borrowed funds and could negatively affect our ability to make distributions on our common stock. Our ability to service any debt that we incur will depend largely on our financial performance and the performance of our investments and will be subject to prevailing economic conditions and competitive pressures.



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~~We cannot assure you that we will be able to pay dividends regularly.~~

Our ability to pay dividends in the future is dependent on our ability to operate profitably and to generate cash from our operations and the operations of our subsidiaries. We cannot guarantee that we will be able to pay dividends on a regular quarterly basis in the future. Furthermore, any new shares of common stock issued will substantially increase the cash required to continue to pay cash dividends at current levels. Any common stock or preferred stock that may in the future be issued to finance acquisitions, upon exercise of stock options or otherwise, would have a similar effect.

~~Future sales of shares of our common stock may depress its market price.~~

We may, in the future, sell additional shares of our common stock to raise capital. Sales of substantial amounts of additional shares of common stock, shares that may be sold by stockholders, shares of common stock underlying the Convertible Notes and shares issuable upon exercise of outstanding options as well as sales of shares that may be issued in connection with future acquisitions or for other purposes, including to finance our operations and business strategy, or the perception that such sales could occur, may have an adverse effect on prevailing market prices for our common stock and our ability to raise additional capital in the financial markets at a time and price favorable to us. The price of our common stock could also be affected by possible sales of our common stock by investors who view the Convertible Notes as a more attractive means of equity participation in our company and by hedging or arbitrage trading activity that we expect will develop involving our common stock.

Risk Related to Terrorism and Cybersecurity

A terrorist attack, act of cyber-terrorism or armed conflict could harm our business.

Terrorist activities, anti-terrorist efforts and other armed conflicts involving the U.S., whether or not targeted at our assets or those of our tenants, investees or customers, could adversely affect the U.S. and global economies and could prevent us from meeting our financial and other obligations. Both we and our tenants and investees could experience loss of business, delays or defaults in payments from customers or disruptions of supplies and markets if domestic and global utilities or other energy infrastructure companies are direct targets or indirect casualties of an act of terror or war. Additionally, both we and our tenants and other investees rely on financial and operational computer systems to process information critically important for conducting various elements of our respective businesses. Any act of cyber-terrorism or other cyber-attack resulting in a failure of our computer systems, or those of our tenants, customers, suppliers or others with whom we do business, could materially disrupt our ability to operate our respective businesses and could result in a financial loss to the Company and possibly do harm to our reputation. Accordingly, terrorist activities and the threat of potential terrorist activities (including cyber-terrorism) and any resulting economic downturn could adversely affect our business, financial condition and results of operations. Any such events also might result in increased volatility in national and international financial markets, which could limit our access to capital or increase our cost of obtaining capital.

Some losses related to our real property assets, including, among others, losses related to potential terrorist activities, may not be covered by insurance and would adversely impact distributions to stockholders.

Our leases will generally require the tenant companies to carry comprehensive liability and casualty insurance on our properties comparable in amounts and against risks customarily insured against by other companies engaged in similar businesses in the same geographic region as our tenant companies. We believe the required coverage will be of the type, and amount, customarily obtained by an owner of similar properties. However, there are some types of losses, such as catastrophic acts of nature, acts of war or riots, for which we or our tenants cannot obtain insurance at an acceptable cost. If there is an uninsured loss or a loss in excess of insurance limits, we could lose both the revenues generated by the affected property and the capital we have invested in the property if our tenant company fails to pay us the casualty value in excess of such insurance limit, if any, or to indemnify us for such loss. This would in turn reduce the amount of income available for distributions. We would, however, remain obligated to repay any secured indebtedness or other obligations related to the property. Since September 11, 2001, the cost of insurance protection against terrorist acts has risen dramatically. The cost of coverage for acts of terrorism is currently mitigated by the Terrorism Risk Insurance Program Reauthorization Act of ~~2015~~2019 ("TRIPRA"), which extended such program through December 31, ~~2020.~~2027. Under TRIPRA, the amount of terrorism-related insurance losses triggering the federal insurance threshold ~~will be raised~~has been increasing gradually from its ~~current~~initial level of $100 million for acts occurring in ~~2014~~2015 to $160 million for acts occurring in 2018, with $180 million being the applicable threshold for acts occurring in 2019 and finally increasing to $200 million infor 2020. Additionally, the bill increases insurers' co-payments for losses exceeding their deductibles, from 15 percent in 2015 to 16 percent beginning January 1, 2016, and increasing in annual one percent steps ~~from 15% in 2014 to 20% in~~thereafter until reaching 20 percent for 2020. Each of these changes may have the effect of increasing the cost to insure against acts of terrorism for property owners, such as the Company, notwithstanding the other provisions of TRIPRA. Further, if TRIPRA is not continued beyond ~~2020~~2027 or is significantly modified, we may incur higher insurance costs and experience greater difficulty in obtaining insurance that covers terrorist-related damages. Our tenants may also have similar difficulties. There can be no assurance our tenant companies will be able to obtain terrorism insurance coverage, or that any coverage they do obtain will adequately protect our properties against loss from terrorist attack.



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We face risks associated with security breaches through cyber attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology (IT) networks and related systems.

We ~~face risks associated with security breaches, whether through cyber attacks or cyber intrusions over~~rely on information technology systems and network infrastructure, including the Internet, ~~malware, computer viruses, attachments~~ to ~~e-mails, persons inside~~process transmit and store electronic information and to manage or support a variety of our ~~organization or persons with access to~~business processes, including financial transactions and maintenance of records. Our business is dependent upon information systems ~~inside our organization,~~ and other ~~significant disruptions~~digital technologies for controlling our plants, pipelines and other assets, processing transactions and summarizing and reporting results of operations. The secure processing, maintenance and transmission of information is critical to our operations. A security breach of our ~~IT networks and related systems. These~~network or systems, ~~are essential to~~or the network or systems of our third-party vendors, could result in improper operation of our assets, potentially including delays in the delivery or availability of our customers’ products, contamination or degradation of the products we transport, store or distribute, or releases of hydrocarbon products for which we could be held liable. Furthermore, we and some of our vendors collect and store sensitive data in the ordinary course of our business, including personal identification information of our employees as well as our proprietary business information and that of our customers, tenants, suppliers, investors and other stakeholders.

Cybersecurity risks have increased in recent years as a result of the proliferation of new technologies and the increased sophistication, magnitude and frequency of cyber-attacks and data security breaches. Because of the critical nature of our infrastructure and our ~~ability~~use of information systems and other digital technologies to ~~perform day-to-day operations and,~~control our assets, we face a heightened risk of cyber-attacks. Cyber attacks targeting our infrastructure could result in ~~some cases, may be critical to the operations of certain~~a full or partial disruption of our operations, as well as those of our customers and tenants. Likewise, cyberattacks in the form of "social engineering" (manipulating recipients into performing actions, or divulging information, by impersonating members of Company management, customers or others) aimed at our company, our employees, our customers, our tenants, or others could result in operational disruption, financial loss and reputational harm. Although we make efforts to maintain the security and integrity of ~~these types of~~our data, IT networks and related systems, and we have implemented various measures to minimize and/or manage the risk of a security breach or disruption, ~~there can be no assurance~~we cannot guarantee that our security efforts and measures will be effective at preventing or detecting any attempted or actual security incidents, or that disruptions caused by any such incidents or attempted ~~security breaches or disruptions would~~incidents will not be successful or ~~damaging. Even~~damaging to us or others.

During the ~~most well protected~~normal course of business, we have experienced and expect to continue to experience attempts to gain unauthorized access to, or to compromise, our information ~~networks,~~ systems ~~and facilities remain potentially vulnerable because the techniques used in such attempted~~or to disrupt our operations through cyber-attacks or security breaches, ~~evolve and generally are not recognized until launched against~~although none to our knowledge have had a material adverse effect on our business, operations or financial results. Despite our security measures, our information systems, or those of our vendors, may become the target ~~and in some cases are designed not be detected and, in fact, may not be detected. Accordingly, we may be unable to anticipate these techniques~~of further cyber-attacks (including hacking, viruses or ~~to implement adequate~~acts of terrorism) or security ~~barriers~~breaches (including employee error, malfeasance or other ~~preventative measures,~~breaches), which could compromise and thus it is impossible for us to entirely mitigate the risk. These risks have generally increased as the number, intensity and sophistication of attempted attacks and intrusions by computer hackers, foreign governments and cyber terrorists has increased worldwide.

~~A security breach or other significant disruption involving our IT networks and related systems could~~ disrupt the proper functioning of our ~~networks~~network or systems, or those of our vendors, affect our ability to correctly record, process and ~~systems;~~report transactions or financial information, or result in the release or loss of the information stored therein, misappropriation of assets, misstated financial reports, violations of loan covenants and/or missed reporting ~~deadlines; result in our~~deadlines, inability to properly monitor our compliance with the rules and regulations regarding our qualification as a ~~REIT;~~REIT, disruption to our operations or damage to our facilities. As a result of a cyber-attack or security breach, we could also be liable under laws that protect the privacy of personal information, subject to regulatory penalties, experience damage to our reputation or a loss of consumer confidence in ~~the unauthorized access to,~~our products and ~~destruction, loss, theft, misappropriation~~services, or ~~release~~incur additional costs for remediation and modification or enhancement of ~~proprietary, confidential, sensitive or otherwise valuable~~our information ~~of ours or others, which others could use to compete against us or for disruptive, destructive or otherwise harmful purposes~~systems, and ~~outcomes;~~ require significant management attention and resources, to ~~remedy any damages that result; subject us to claims for breach of contract, damages, credits, penalties or termination of leases~~prevent future occurrences or other ~~agreements;~~costs or ~~damage our reputation among our tenants and investors generally.~~

~~Risks Related to Our Investments in Loans~~

~~Our loans may be impacted by unfavorable real estate market conditions, which could decrease the value of those loans and the return on your investment.~~

If we make or invest in mortgage loans, we will be at risk of defaults on those loans caused by many conditions beyond our control, including local and other economic conditions affecting real estate values and interest rate levels. We do not know whether the values of the property securing the loans will remain at the levels existing on the dates of origination of the loans. If the values of the underlying properties drop, our risk will increase because of the lower value of the security associated with such loans.

~~If our borrowers declare bankruptcy, we may be unable to collect interest and principal payments when due under the loan documents.~~

~~Either the borrowers under any loan documents we hold, or any of their affiliates, the guarantors of the borrowers' obligations, could~~ be subject to ~~a bankruptcy proceeding pursuant to Title 11~~increased regulation or litigation, all of the bankruptcy laws of the United States. Such a bankruptcy filing would bar all efforts by us to collect pre-bankruptcy debts from these entities or their properties, unless we receive an enabling order from the bankruptcy court. Post-bankruptcy debts would be paid currently. Such a bankruptcy could delay efforts to collect past due balances under the loan documents, could ultimately preclude full collection of these sums, and could cause a decrease or cessation of principal and interest payments under the loan documents. If any of these events occur, our cash flow and funds available for distributions to our stockholders would be adversely affected.

~~Delays in liquidating defaulted mortgage loans could reduce our investment returns.~~

If there are defaults under our loans, we may not be able to repossess and sell under favorable market conditions any energy infrastructure real property securing such loans. The resulting time delay could reduce the value of our investment in the defaulted loans. An action to foreclose on a property securing a loan is regulated by state statutes and regulations and is subject to many of the delays and expenses of any lawsuit brought in connection with the foreclosure if the defendant raises defenses or counterclaims. If there is a default by a mortgagor, these restrictions, among other things, may impede our ability to foreclose on or sell the mortgaged property or to obtain proceeds sufficient to repay all amounts due to us on the loan.

~~A foreclosure on the energy infrastructure real property and equipment held by a borrower would create additional ownership risks that could adversely impact the return on our investment.~~

If we should acquire any of the energy infrastructure real property and/or related equity held by a borrower by foreclosure following a default under the loan documents, we will incur additional economic and liability risks as the owner of such assets, including, among other things, insurance costs, costs of maintenance and taxes relating to such property.



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In the event of a foreclosure on the energy infrastructure real property assets held by a borrower, we may not be able to sell such assets at a price equal to, or greater than, the loan amount and accrued unpaid interest under the loan documents, which may lead to a decrease in the value of our assets.

Given the specialized nature of the borrowers' assets and the fact they are predominantly employed in support of the borrowers' operations, there can be no assurance that we would be able to find another buyer for these assets if financial distress on the part of a borrower forced us to foreclose on our security interest. Further, even if we were able to sell the assets, such sale may occur at a price less than the amount required to recover our loan balances and accrued unpaid interest under the loan documents, which could materially adversely ~~impact the value of our assets and our ability to make distributions to our stockholders.~~

We may experience an impairment in the value of our loan to a borrower related to a deterioration in the credit worthiness of the borrower or a decline in the fair market value of the energy infrastructure real property assets securing the loan.

A deterioration in the credit worthiness of a borrower, due to changing business conditions or otherwise, or a decline in the fair market value of the energy infrastructure real property assets securing any of our loans to a borrower, could require us to recognize an "other-than-temporary" impairment in the value of the promissory note secured by the assets if we were to determine that such loan was in an unrealized loss position and we did not have the ability and intent to hold such asset to maturity or for a period of time sufficient to allow for recovery of the value of the underlying assets. If such a determination were made, we would recognize unrealized losses through earnings and write down the asset value of such loan to a new cost basis, based on the fair value of the assets on the date they are considered to be other-than-temporarily impaired. Such impairment charges reflect non-cash losses at the time of recognition; a subsequent disposition or sale of the loan through foreclosure or otherwise could further affect our ~~future losses~~reputation, business, operations or ~~gains, as they would be based on the difference between the sales price received and the adjusted amortized cost of such loan at the time of sale.~~financial results.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.



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ITEM 2. PROPERTIES

Properties Owned as of December 31, 2020

Leased Energy Infrastructure Assets

We are primarily focused on acquiring ~~and financing~~ midstream and downstream real estate assets within the U.S. energy infrastructure sector and ~~concurrently entering~~have historically entered into long-term triple-net participating leases with energy companies. The following summarizes our investments in energy infrastructure assets that ~~are~~were leased on a triple-net basis to their respective operators as of December 31, ~~2017:~~

2020:

Asset Name

Owner/Landlord

Tenant

Asset Location

Asset Description

Encumbrances ⁽¹⁾

Grand Isle Gathering System(2)

Grand Isle Corridor, LP

Energy XXI GIGS Services, LLC ⁽²⁾(3)

Gulf of Mexico / Louisiana

Approximately ~~153~~137 miles of offshore pipeline with total capacity of 120 thousand Bbls/d, including a 16-acre onshore terminal and saltwater disposal system

Security for the Company's $160 million revolving credit facility with Regions Bank

~~Pinedale Liquids Gathering System~~

~~Pinedale LP~~ ⁽³⁾

~~Ultra Wyoming LGS LLC~~ ⁽⁴⁾

~~The Pinedale Anticline in Wyoming~~

~~Approximately 150 miles of pipelines and four central storage facilities~~

~~Security for the Amended Pinedale Term Credit Facility~~

~~Portland Terminal Facility~~

~~LCP Oregon Holdings, LLC~~

~~Zenith Energy Terminals Holdings LLC~~ ⁽⁵⁾

~~Portland, OR~~

~~A 39-acre rail and marine facility property adjacent to the Willamette River with 84 tanks and total storage capacity of approximately 1.5 million barrels~~

~~Security for the Company's $160 million revolving credit facility with Regions Bank~~

(1) For additional information, see Part IV, Item 15, Note 11 ("Debt") included in this Report. The revolving credit facility was terminated in conjunction with the Crimson Transaction.

(2) On February 4, 2021, the Company disposed of the GIGS asset and terminated the related triple-net lease in conjunction with the Crimson Transaction. For additional information, see Part I, Item 1, Business and Part IV, Item 15, Note 3 ("Leased Properties and Leases") included in this Report. Prior to the sale, GIGS was an asset securing the Company's revolving credit facility with Regions Bank.

(3) Energy XXI GIGS Services, LLC's obligations under the ~~GIGS~~Grand Isle Lease Agreement ~~are~~were guaranteed by ~~EXXI.~~EGC. For additional information, see "Additional Information Concerning the Grand Isle Gathering System" below.

(3) Prudential funded a portion of the original Pinedale LGS acquisition and, as a limited partner, held 18.95 percent of the economic interest in Pinedale LP. Pinedale LP I, our wholly-owned subsidiary, acquired Prudential's 18.95 percent economic interest on December 29, 2017. Pinedale GP, our wholly owned subsidiary, holds the remaining 81.05 percent economic interest.

(4) Ultra Wyoming's obligations under the Pinedale Lease Agreement are guaranteed by Ultra Petroleum and Ultra Petroleum's operating subsidiary, Ultra Resources. For additional information, see "Additional Information Concerning the Pinedale LGS" below.

(5) Zenith Terminals is a wholly-owned subsidiary of Arc Logistics, which has guaranteed its obligations under the Portland Lease Agreement. For additional information, see "Additional Information Concerning the Portland Terminal Facility" below.

Additional Information Concerning the Grand Isle Gathering System

Grand Isle Corridor, LP ("Grand Isle Corridor") acquired the Grand Isle Gathering System on June 30, 2015, from Energy XXI USA, Inc., awhich has since become EGC and an indirect wholly owned subsidiary of ~~EXXI, on June 30, 2015.~~privately-held Cox Oil as discussed further below. The Grand Isle Gathering ~~System has a current~~System's design capacity ofwas approximately 120 thousand barrels per day. It ~~includes 153~~included 137 miles of undersea pipeline that transports oil and water from seven offshore fields and a 16-acre onshore terminal. The terminal ~~includes~~included four storage tanks, three saltwater injection wells, and associated pipelines, land, buildings and facilities. As discussed in further detail in Part IV, Item 15, Note 12 ("Asset Retirement Obligation"), during the fourth quarter of 2018, the Company decommissioned a segment of the GIGS pipeline system.

The subsea pipelines forming the majority of the Grand Isle Gathering System and certain other components, such as the buildings and saltwater disposal facilities, ~~have~~had useful lives that extend beyond the initial term of the ~~GIGS~~Grand Isle Lease Agreement, and the system iswas critical to ~~EXXI's core~~Cox Oil's central Gulf of Mexico oil production operations. The Grand Isle Gathering System provides shoreline terminal access to 4338 offshore platforms producing from seven fields. Some of these fields have produced for over 50 years and continue to produce. ~~In November 2017, EXXI described a drilling inventory of approximately 50 locations spread across the company's entire asset base,~~During 2017-2018, EGC drilled and ~~its intention to drill "at least five to eight wells with our focus on prospects within our core area." Actual~~successfully completed four new wells. Future wells drilled will be dependent on economics, but ~~these data suggest~~several undrilled locations remain in fields served by the ~~possibility of several years of drilling activity remaining.~~Grand Isle Gathering System. From its analysis, CORR ~~assumes~~assumed average Grand Isle Gathering System well lives of 10 to 20 years depending on the ~~field,~~number of productive zones encountered, implying a long-term continued need for transport and terminaling services.

The primary term of the Grand Isle Lease Agreement iswas 11 years, with an initial renewal term of nine years, subject to certain conditions. During the initial term of the Grand Isle Lease Agreement, the ~~EXXI~~EGC Tenant iswas required to make minimum monthly rental payments. In year one, the minimum monthly payments ~~that~~ were initially $2.6 ~~million in year one, increase~~million. The monthly payments were scheduled to ~~a maximum of $4.2 million~~peak in year seven ~~and decline~~at $4.2 million before declining to $3.5 million in year eleven. Beginning in April 2020, the EGC Tenant ceased paying rent due. The EGC Tenant's nonpayment rent continued until the disposition of the Grand Isle Gathering System and termination of the Grand Isle Lease Agreement as further described below. In addition, the ~~EXXI~~EGC Tenant ~~will~~was required to pay variable rent payments if certain pre-defined revenue thresholds are exceeded. Variable rent obligations were calculated monthly and based on a ten percent revenue participation above ~~a pre-defined threshold, which will be~~the thresholds. Revenues are calculated ~~monthly~~ on the volumes of ~~EXXI~~the EGC Tenant's oil that flow through the Grand Isle Gathering System, multiplied by the average daily closing price of crude oil for the applicable calendar month. Participating rent is capped at 39 percent of the total rent for each month. There were no participating rents paid in ~~2017.~~2020.

~~In view~~On February 4, 2021, we contributed the Grand Isle Gathering System as partial consideration for the acquisition of our 49.50 percent interest in Crimson described in Part I, Item 1, Business, of this Report resulting in its disposition and the termination of the ~~fact that EXXI leases~~Grand Isle Lease Agreement. In connection with the disposition, the Company entered into a ~~substantial portion~~Settlement and Mutual Release Agreement with the EGC Tenant, EGC, and CEXXI, LLC. Refer to Part I, Item 3, Legal Proceedings, of this Report for additional information on the resolution of the ~~Company's net leased property which is a significant source~~legal matters, and Part IV, Item 15, Note 3 ("Leased Properties and Leases"), for additional information on the disposition of ~~revenues~~the GIGS asset and ~~operating income, its financial condition and ability and willingness to satisfy its obligations under its lease with~~termination of the ~~Company, are expected to have a considerable impact on our results of operations and cash flows.~~Grand Isle Lease Agreement.



Table of Contents						Glossary of Defined Terms

NAREIT FFO, FFO Adjusted for Securities Investment, and AFFO Reconciliation

For the Years Ended December 31,

2017 2016 2015
Net Income attributable to CorEnergy Stockholders $ 32,602,790
$ 29,663,200
$ 12,319,911
Less:
Preferred Dividend Requirements 7,953,988
4,148,437
3,848,828
Net Income attributable to Common Stockholders $ 24,648,802
$ 25,514,763
$ 8,471,083
Add:

Depreciation 23,292,713
21,704,275
18,351,011
Less:
Non-Controlling Interest attributable to NAREIT FFO reconciling items 1,632,546
1,645,819
1,645,819
NAREIT funds from operations (NAREIT FFO) $ 46,308,969
$ 45,573,219
$ 25,176,275
Add:

Distributions received from investment securities 949,646
1,028,452
1,021,010
Income tax expense (benefit) from investment securities 1,000,084
760,036
(196,270 )
Less:
Net distributions and dividend income 680,091
1,140,824
1,270,755
Net realized and unrealized gain (loss) on other equity securities 1,531,827
824,482
(1,063,613 )
Funds from operations adjusted for securities investments (FFO) $ 46,046,781

$ 45,396,401

$ 25,793,873
Add:

Loss of extinguishment of debt 336,933
—
—
Provision for loan losses, net of tax —
4,409,359
12,526,701
Transaction costs 592,068
520,487
870,128
Amortization of debt issuance costs 1,661,181
2,025,478
1,822,760
Amortization of deferred lease costs 91,932
91,932
76,498
Accretion of asset retirement obligation 663,065
726,664
339,042
Amortization of above market leases —
—
72,987
Non-cash (gain) loss associated with derivative instruments 33,763
(75,591 ) (70,333 )
Less:
Non-cash settlement of accounts payable 221,609
—
—
Income tax (expense) benefit (1,345,234 ) 619,349
493,847
EIP Lease Adjustment ⁽¹⁾
—
—
542,809
Non-Controlling Interest attributable to AFFO reconciling items 13,154
37,113
88,645
Adjusted funds from operations (AFFO) $ 50,536,194

$ 52,438,268

$ 40,306,355

Weighted Average Shares of Common Stock Outstanding:

Basic 11,900,516
11,901,985

10,685,892
Diluted 15,355,061
15,368,370

12,461,733
NAREIT FFO attributable to Common Stockholders

Basic $ 3.89
$ 3.83

$ 2.36
Diluted ⁽²⁾
$ 3.59
$ 3.54

$ 2.35
FFO attributable to Common Stockholders

Basic $ 3.87
$ 3.81

$ 2.41
Diluted ⁽²⁾
$ 3.57
$ 3.53

$ 2.40
AFFO attributable to Common Stockholders

Basic $ 4.25
$ 4.41

$ 3.77
Diluted ⁽³⁾
$ 3.81
$ 3.93

$ 3.56
(1) Based on the economic return to CorEnergy resulting from the sale of our 40 percent undivided interest in EIP, we determined that it was appropriate to eliminate the portion of EIP lease income attributable to return of capital, as a means to more accurately reflect the EIP lease revenue contribution to our sustainable AFFO. We believe that the portion of the EIP lease revenue attributable to return of capital, unless adjusted, overstates our distribution-paying capabilities and is not representative of sustainable EIP income over the life of the lease. We completed the sale of EIP on April 1, 2015.
(2) Diluted per share calculations include dilutive adjustments for convertible note interest expense, discount amortization and deferred debt issuance amortization. Refer to the Convertible Note Interest Expense table in Part IV, Item 15, Note 11 ("Debt") for additional details.
(3) Diluted per share calculations include a dilutive adjustment for convertible note interest expense. Refer to the Convertible Note Interest Expense table in Part IV, Item 15, Note 11 ("Debt") for additional details.



Table of Contents						Glossary of Defined Terms


NAREIT FFO, FFO Adjusted for Securities Investment, and AFFO Reconciliation
	For the Fiscal 2020 Quarters Ended
	March 31		June 30		September 30		December 31
Net Loss attributable to CorEnergy Stockholders	$	(162,042,368)	$	(137,434,433)	$	(3,919,098)	$	(2,671,680)
Less:
Preferred Dividend Requirements	2,260,793		2,309,672		2,309,672		2,309,672
Net Loss attributable to Common Stockholders	$	(164,303,161)	$	(139,744,105)	$	(6,228,770)	$	(4,981,352)
Add:
Depreciation	5,511,913		3,523,429		2,045,651		2,050,475
Amortization of deferred lease costs	22,983		22,983		7,641		7,641
Loss on impairment of leased property	140,268,379		—		—		—
Loss on impairment and disposal of leased property	—		146,537,547		—		—
Loss on termination of lease	—		458,297		—		—


NAREIT funds from operations (NAREIT FFO)	$	(18,499,886)	$	10,798,151	$	(4,175,478)	$	(2,923,236)
Less:

Income tax (expense) benefit from investment securities	149,585		—		—		(10,367)




Funds from operations adjusted for securities investments (FFO)	$	(18,649,471)	$	10,798,151	$	(4,175,478)	$	(2,912,869)
Add:
Deferred rent receivable write-off	30,105,820		—		—		—
Gain on extinguishment of debt	—		(11,549,968)		—		—

Transaction costs	106,697		92,293		946,817		528,113
Amortization of debt issuance costs	328,249		325,665		308,061		308,060
Accretion of asset retirement obligation	112,171		116,514		116,514		116,514
Income tax expense (benefit)	124,863		(73,827)		(75,328)		78,652









Adjusted funds from operations (AFFO)	$	12,128,329	$	(291,172)	$	(2,879,414)	$	(1,881,530)

Weighted Average Shares of Common Stock Outstanding:
Basic	13,648,293		13,651,521		13,651,521		13,651,521
Diluted	16,089,703		13,651,521		13,651,521		13,651,521
NAREIT FFO attributable to Common Stockholders
Basic	$	(1.36)	$	0.79	$	(0.31)	$	(0.21)
Diluted (1)	$	(1.36)	$	0.79	$	(0.31)	$	(0.21)
FFO attributable to Common Stockholders
Basic	$	(1.37)	$	0.79	$	(0.31)	$	(0.21)
Diluted (1)	$	(1.37)	$	0.79	$	(0.31)	$	(0.21)
AFFO attributable to Common Stockholders
Basic	$	0.89	$	(0.02)	$	(0.21)	$	(0.14)
Diluted (2)	$	0.87	$	(0.02)	$	(0.21)	$	(0.14)
(1) Diluted per share calculations exclude dilutive adjustments for convertible note interest expense, discount amortization and deferred debt issuance amortization because such impact is antidilutive. For periods presented without per share dilution, the number of weighted average diluted shares is equal to the number of weighted average basic shares presented.
(2) For the three months ended March 31, 2020, diluted per share calculations include a dilutive adjustment for convertible note interest expense. For the three months ended June 30, September 30 and December 31, 2020, dilutive per share calculations exclude dilutive adjustments for convertible note interest expense because such impact is antidilutive. For periods without per share dilution, the number of weighted average diluted shares is equal to the number of weighted average basic shares presented.

NAREIT FFO, FFO Adjusted for Securities Investment, and AFFO Reconciliation
For the Fiscal 2017 Quarters Ended
March 31 June 30 September 30 December 31
Net Income attributable to CorEnergy Stockholders $ 7,669,478
$ 9,000,172
$ 9,177,284
$ 6,755,855
Less:
Preferred Dividend Requirements 1,037,109
2,123,129
2,396,875
2,396,875
Net Income attributable to Common Stockholders $ 6,632,369
$ 6,877,043
$ 6,780,409
$ 4,358,980
Add:
Depreciation 5,822,296
5,822,383
5,823,777
5,824,257
Less:
Non-Controlling Interest attributable to NAREIT FFO reconciling items 411,455
411,455
411,455
398,182
NAREIT funds from operations (NAREIT FFO) $ 12,043,210
$ 12,287,971
$ 12,192,731
$ 9,785,055
Add:
Distributions received from investment securities 223,166
252,213
242,412
231,855
Income tax expense (benefit) from investment securities (195,760 ) 310,622
589,125
296,097
Less:
Net distributions and dividend income 43,462
221,440
213,040
202,149
Net realized and unrealized gain (loss) on other equity securities (544,208 ) 614,634
1,340,197
121,204
Funds from operations adjusted for securities investments (FFO) $ 12,571,362
$ 12,014,732
$ 11,471,031
$ 9,989,654
Add:
Loss of extinguishment of debt —
—
234,433
102,500
Transaction costs 258,782
211,269
35,822
86,195
Amortization of debt issuance costs 468,871
468,871
382,745
340,694
Amortization of deferred lease costs 22,983
22,983
22,983
22,983
Accretion of asset retirement obligation 160,629
160,629
170,904
170,903
Non-cash (gain) loss associated with derivative instruments (27,072 ) 10,619
29,608
20,608
Less:
Non-cash settlement of accounts payable —
171,609
50,000
—
Income tax (expense) benefit 136,846
214,887
397,554
(2,094,521 )
Non-Controlling Interest attributable to AFFO reconciling items 3,351
3,358
3,366
3,079
Adjusted funds from operations (AFFO) $ 13,315,358
$ 12,499,249
$ 11,896,606
$ 12,824,979

Weighted Average Shares of Common Stock Outstanding:
Basic 11,888,681
11,896,616
11,904,933
11,911,534
Diluted 15,343,226
15,351,161
15,359,479
15,366,080
NAREIT FFO attributable to Common Stockholders
Basic $ 1.01
$ 1.03
$ 1.02
$ 0.82
Diluted ⁽¹⁾
$ 0.93
$ 0.94
$ 0.94
$ 0.78
FFO attributable to Common Stockholders
Basic $ 1.06
$ 1.01
$ 0.96
$ 0.84
Diluted ⁽¹⁾
$ 0.96
$ 0.93
$ 0.89
$ 0.79
AFFO attributable to Common Stockholders
Basic $ 1.12
$ 1.05
$ 1.00
$ 1.08
Diluted ⁽²⁾
$ 1.00
$ 0.94
$ 0.90
$ 0.96
(1) Diluted per share calculations include dilutive adjustments for convertible note interest expense, discount amortization and deferred debt issuance amortization.
(2) Diluted per share calculations include a dilutive adjustment for convertible note interest expense.



Table of Contents						Glossary of Defined Terms

DIVIDENDS

Our portfolio of energy infrastructure real property assets generates cash flow from which we pay distributions to stockholders. For the year ended December 31, 2020, the primary sources of our stockholder distributions included transportation and distribution revenue from MoGas and Omega due to deterioration in our lease cash flows described in this Report. The acquisition of Crimson added another source of cash available for distributions to our stockholders.

Quarterly, we plan on distributing our AFFO less mandatory debt amortization less appropriate reserves established at the discretion of our Board of Directors which could include, but are not limited to:

•providing for the proper conduct of our business including reserves for future capital expenditures and for our anticipated future credit needs;

•providing for additional debt repayment beyond mandatory amortization;

•compliance with applicable law or any loan agreement, security agreement, debt instrument or other agreement or obligation; or

•providing additional reserves as determined appropriate by the Board.

Deterioration in the expected cash flows from Crimson or the cash flows generated by MoGas and Omega would impact our ability to fund distributions to stockholders. The Board of Directors will continue to evaluate our dividend payments on a quarterly basis. There is no assurance that we will continue to make regular dividend payments at current levels.

Distributions to common stockholders are recorded on the ex-dividend date and distributions to preferred stockholders are recorded when declared by the Board of Directors. The characterization of any distribution for federal income tax purposes will not be determined until after the end of the taxable year. Refer to Part IV, Item 15, Note 6 ("Income Taxes") included in this Report for information on characterization of distributions for federal income tax purposes for the years ended December 31, 2020, 2019 and 2018. It is expected that the tax characterization of dividends for the preferred stock and common stock for 2021 will be primarily "return of capital" due to the loss suffered on the asset disposition in 2021.

A REIT is generally required to distribute during the taxable year an amount equal to at least 90 percent of the REIT taxable income (determined under Internal Revenue Code section 857(b)(2), without regard to the deduction for dividends paid). We intend to adhere to this requirement in order to maintain our REIT status. The Board of Directors will continue to determine the amount of any distribution that we expect to pay our stockholders. Dividend payouts may be affected by cash flow requirements and remain subject to other risks and uncertainties.

The following table sets forth common stock distributions for the years ended December 31, 2020, 2019 and 2018. Distributions are shown in the period in which they were declared.


Common Dividends
	Amount
2020
Fourth Quarter	$	0.0500
Third Quarter	0.0500
Second Quarter	0.0500
First Quarter	0.7500

2019
Fourth Quarter	$	0.7500
Third Quarter	0.7500
Second Quarter	0.7500
First Quarter	0.7500

2018
Fourth Quarter	$	0.7500
Third Quarter	0.7500
Second Quarter	0.7500
First Quarter	0.7500


Table of Contents						Glossary of Defined Terms

The following table sets forth preferred stock distributions for the years ended December 31, 2020, 2019 and 2018:


Preferred Dividends
	Amount
2020
Fourth Quarter	$	0.4609
Third Quarter	0.4609
Second Quarter	0.4609
First Quarter	0.4609

2019
Fourth Quarter	$	0.4609
Third Quarter	0.4609
Second Quarter	0.4609
First Quarter	0.4609

2018
Fourth Quarter	$	0.4609
Third Quarter	0.4609
Second Quarter	0.4609
First Quarter	0.4609

On February 26, 2021, we paid fourth quarter dividends of $0.05 per share of common stock and $0.4609375 per depositary share for our 7.375% Series A Cumulative Redeemable Preferred Stock.

FEDERAL AND STATE INCOME TAXATION

In 2013 we qualified, and in March 2014 elected (effective as of January 1, 2013), to be treated as a REIT for federal income tax purposes (which we refer to as the "REIT Election"). Because certain of our assets may not produce REIT-qualifying income or be treated as interests in real property, those assets are held in wholly-owned TRSs in order to limit the potential that such assets and income could prevent us from qualifying as a REIT.

For the years ended in 2012 and before, the distributions we made to our stockholders from our earnings and profits were treated as qualified dividend income ("QDI") and return of capital. QDI is taxed to our individual stockholders at the maximum rate for long-term capital gains, which through tax year 2012 was 15 percent and beginning in tax year 2013 is 20 percent. We elected to be taxed as a REIT for 2013 and subsequent years ~~rather than a C corporation~~ and generally will not pay federal income tax on taxable income of the REIT that is distributed to our stockholders. As a REIT, our distributions from earnings and profits will be treated as ordinary income and a return of capital, and generally will not qualify as QDI. To the extent that the REIT had accumulated C corporation earnings and profits from the periods prior to 2013, we distributed such earnings and profits in 2013. ~~A portion of our normal distributions in 2013 have been characterized for federal income tax purposes as a distribution of those earnings and profits from non-REIT years and have been treated as QDI.~~ In addition, to the extent we receive taxable distributions from our TRSs, or the REIT received distributions of C corporation earnings and profits, such portion of our distribution ~~will be~~is generally treated as QDI. While regular REIT dividends are not eligible for the reduced QDI tax rates, with respect to taxable years beginning after December 31, 2017 and before January 1, 2026, Section 199A of the Code typically permits a 20 percent deduction against taxable income for noncorporate taxpayers for qualified business income, which includes dividends from a REIT received during the tax year that is not a capital gain dividend or a dividend qualifying for the QDI rate, subject to certain income and holding period limitations.

As a REIT, we hold and operate certain of our assets through one or more wholly-owned TRSs. Our use of TRSs enables us to continue to engage in certain businesses while complying with REIT qualification requirements and also allows us to retain income generated by these businesses for reinvestment without the requirement of distributing those earnings. As was done with our subsidiary Omega in 2017, and as warranted in the future, we may elect to reorganize and transfer certain assets or operations from our TRSs to our C corporation or other subsidiaries, including qualified REIT subsidiaries. ~~Refer to the "Omega Pipeline" portion of the "Asset Portfolio and Related Developments" section that follows for additional details.~~

Our ~~trading securities and~~ other equity securities ~~are~~were limited partnerships or limited liability companies which ~~are~~were treated as partnerships for federal and state income tax purposes. As a limited partner, we ~~report~~reported our allocable share of taxable income in computing ~~its own~~our taxable income. To the extent held by a TRS, the TRS's tax expense or benefit is included in the Consolidated Statements of ~~Income~~Operations based on the component of income or gains and losses to which such expense or benefit relates. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is recognized if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax asset will not be realized.

If we cease to qualify as a REIT, we, as a C corporation, would be obligated to pay federal and state income tax on our taxable income. For ~~2017,~~2020, the ~~highest regular marginal~~ federal income tax rate for a corporation was 3521 percent. We may be subject to a 20 percent federal alternative minimum tax on its federal alternative minimum taxable income to the extent that its alternative minimum tax exceeds its regular federal income tax.


Table of Contents						Glossary of Defined Terms

The Tax Cuts and Jobs Act (the "2017 Tax Act") was enacted on December 22, 2017. The 2017 Tax Act ~~reduces~~reduced the US federal corporate tax rate from 35 percent to 21 percent. The 2017 Tax Act also repealed the alternative minimum tax for corporations. ~~At December 31, 2017, we have~~We completed our ~~provisional~~ accounting for the tax effects of enactment of the 2017 Tax Act. Due to the timing and complexities of the new legislation, the SEC has issued Staff Accounting Bulletin 118, which allows for the recognition of provisional amounts during a measurement period similar to the measurement period used when accounting for business combinations.Act in 2018. We ~~have~~ remeasured deferred tax assets and liabilities based on the updated rates at which they are expected to reverse in the future, which resulted in a $1.3 million transition adjustment that reduced net deferred tax assets.

On March 27, 2020, the CARES Act was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, permits NOL carryovers and carrybacks to offset 100 percent of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOLs incurred in 2018, 2019 and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. As a result of the enacted NOL carryback provisions, the Company recorded an income tax benefit of approximately $410 thousand in the current year.

On December 27, 2020, the Consolidated Appropriations Act, 2021 was enacted. The Consolidated Appropriations Act included the Disaster Relief Act and the COVID Relief Act. The Disaster Relief Act and the COVID Relief Act extend a myriad of credits and other COVID-19 relief. We are currently evaluating the impacts of the Disaster Relief Act and COVID Relief Act but at present, we do not expect any provisions of this legislation to have a material impact on us. We will continue to assess the impact of ~~the~~ new tax legislation, as well as any future regulations and updates ~~and will record any additional impacts as identified during~~provided by the ~~measurement period, if necessary.~~tax authorities. Refer to Part IV, Item 15, Note 6 ("Income Taxes") for additional information.

~~SEASONALITY~~

Our operating companies, MoGas and Omega, generally have stable revenues throughout the year and will complete necessary pipeline maintenance during the "non-heating" season, or quarters two and three. Therefore, operating results for the interim periods are not necessarily indicative of the results that may be expected for the full year.



~~Table of Contents~~		~~Glossary of Defined Terms~~

MAJOR TENANTS

As of December 31, ~~2017,~~2020, following the sale of the Pinedale LGS and termination of the Pinedale Lease Agreement on June 30, 2020, we had ~~three~~one significant ~~leases.~~lease. For additional information concerning ~~each of these leases,~~the lease, see Part I, Item 2, "Properties" and Part IV, Item 15, Note 3 ("Leased Properties And Leases") included in this Report. The table below displays the impact of significant leases on total leased properties and total lease revenues for the periods presented.


	As a Percentage of (1)
	Leased Properties				Lease Revenues
	As of December 31,				For the Years Ended December 31,
	2020		2019		2020(2)		2019		2018
Pinedale LGS (3)	—	%	44.4	%	52.0	%	39.2	%	35.2	%
Grand Isle Gathering System (4)	98.0	%	55.3	%	47.6	%	60.6	%	55.9	%
Portland Terminal Facility (5)	—	%	—	%	—	%	—	%	8.8	%
(1) Insignificant leases are not presented; thus percentages may not sum to 100%.
(2) Total lease revenue is exclusive of the deferred rent receivable write-off of $30.1 million for the year ended December 31, 2020.
(3) Pinedale LGS lease revenues include variable rent of $28 thousand, $4.6 million and $4.3 million for the years ended December 31, 2020, 2019 and 2018, respectively. The Pinedale LGS was sold to Ultra Wyoming and the Pinedale Lease Agreement was terminated on June 30, 2020, as discussed further in Part IV, Item 15, Note 3 ("Leased Properties And Leases") included in this Report.
(4) As of December 31, 2020, the Grand Isle Gathering System's percentage of leased properties increased as a result of the sale of the Pinedale LGS on June 30, 2020. For the year ended December 31, 2020, the Grand Isle Gathering System's percentage of lease revenues is exclusive of the deferred rent receivable write-off. As disclosed in Part I, Item 2, Properties and Part IV, Item 15, Note 3 ("Leased Properties and Leases), the GIGS asset was sold and the lease was terminated on February 4, 2021.
(5) On December 21, 2018, the Portland Terminal Facility was sold to Zenith Terminals, terminating the Portland Lease Agreement.

As a Percentage of ⁽¹⁾
Leased Properties Lease Revenues
As of December 31, For the Years Ended December 31,
2017 2016 2017 2016 2015
Pinedale LGS 39.9 % 39.8 % 31.2 % 30.4 % 42.9 %
Grand Isle Gathering System 49.7 % 50.0 % 59.1 % 59.8 % 42.3 %
Portland Terminal Facility 10.1 % 9.9 % 9.6 % 9.7 % 13.3 %
(1) Insignificant leases are not presented; thus percentages may not sum to 100%.

ASSET PORTFOLIO AND RELATED DEVELOPMENTS

Descriptions of our asset portfolio and related operations, ~~other than our remaining private equity securities as of December 31, 2017,~~ are included in Part I, Item 2, "Properties" and in Part IV, Item 15, Note 3 ("Leased Properties And Leases"), Note 4 ("~~Financing Notes Receivable"~~Transportation And Distribution Revenue") and Note 5 ("~~Variable Interest Entities"~~Financing Notes Receivable") included in this Report. This section provides additional information concerning material developments related to our asset portfolio ~~including our remaining private equity securities,~~(excluding the Pinedale LGS) during the ~~period~~year ended December 31, ~~2017~~2020 and through the date of this Report. For additional information concerning the sale of the Pinedale LGS effective June 30, 2020, refer to the disclosure under the heading "Impairment and Sale of the Pinedale Liquids Gathering System" in Part IV, Item 15, Note 3 ("Leased Properties And Leases") in this Report.

Grand Isle Gathering System

~~During 2017, Energy XXI Gulf Coast continued~~As described in Part IV, Item 15, Note 3 ("Leased Properties And Leases") of this Report, the EGC Tenant elected to ~~focus on decreasing costs~~cease paying rent due in April 2020 and ~~production optimization. It had stated that its capital program for 2017 was being funded~~failed to pay rent through January 2021. We were engaged in a number of legal matters with ~~internally generated cash flow~~EGC and ~~available cash,~~the EGC Tenant regarding the Grand Isle Lease Agreement, including the nonpayment of rent and ~~that it was focused largely on recompletion activities. In June,~~EGC's attempt to set aside the ~~company successfully drilled its West Delta 30 High Tide well, which began production in September 2017.~~

~~In November 2017, EXXI announced that, following a six-month analysis~~guarantee obligations of EGC under the lease, but we reached an agreement with EGC, the EGC Tenant and Cox Oil to ~~develop a long-term strategic plan by its financial advisor, Morgan Stanley, the company determined that a stand-alone strategy was its best path forward.~~

On February 20, 2018, EXXI announced its 2018 capital budget. Their 2018 capital expenditure budget of $145.0 to $175.0 million provides for funding of EXXI's most active drilling program since 2014. The company has contracted for a rig that will begin drilling a six-well program, scheduled to begin in late February 2018. The company has stated that the drilling program will be concentrated in its core central Gulf of Mexico area, which is partially served by the GIGS. Based on development plans previously outlined by the company, they have indicated that higher sustained oil prices ($50-$60/bbl) and/or new capital will be required to maintain adequate liquidity in 2019 and maintain compliance with their credit facility covenants. EXXI has stated that it remains confident in having over 50 future identified well drilling locations and over 100 identified recompletion locations available to it, primarily in its core Gulf of Mexico development area.

~~Pinedale LGS~~

On November 15, 2017, Ultra Petroleum announced positive test results for its horizontal well in the Lower Lance A interval. UPL stated it was in the process of drilling two additional horizontal wells, which were expected to be online by the end of January 2018. On January 30, 2018, UPL provided a further update, noting another successful horizontal well targeting the Mesaverde formation. On February 28, 2018, UPL provided a further update, noting another successful horizontal well targeting the Lower Lance A interval. UPL has completed four horizontal wells at different intervals,stay each ~~on the east flank~~ of the Pinedale Anticline, the field served by CorEnergy's liquids gathering system. The company anticipates continuing to drill horizontally in 2018 and beyond. Additionally, UPL increased its hedge position through 2018, and intends to continue to hedge systematically.legal matters indefinitely while seeking a business resolution for their various disputes.

On December 21, 2017, UPL announced it closed the sale of its non-operated asset in the Marcellus Shale to Alta Marcellus Development, LLC for $115.0 million in cash. This sale was part of a previously announced plan to explore divestures of non-core assets in the Marcellus and Uinta Basins, so that the company could focus production in the Pinedale Anticline. UPL has engaged CIBC Griffis & Small to begin marketing its Uinta Basin assets.

UPL announced on January 30, 2018, that effective February 28, 2018, Michael Watford would retire as CEO and Chairman of the company. Brad Johnson, Senior Vice President, Operations will become the interim CEO on that date. In addition, two new board members, including Evan Lederman, a partner at Fir Tree Partners, who owns approximately 20 percent of UPL’s equity, will join the board, replacing two other board members who will be stepping down.



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On ~~December 29, 2017,~~February 4, 2021, we ~~closed on~~contributed the ~~purchase~~GIGS asset as partial consideration for the acquisition of our 49.50 percent interest in Crimson as described in Part IV, Item 15, Note 16 ("Subsequent Events"). In connection with the ~~remaining 18.95 percent of Pinedale LP, previously held by Prudential, for approximately $32.9 million (including $0.1 million~~ ~~of contingent consideration). Concurrently, Pinedale LP~~disposition, we entered into the Amended Pinedale Term Credit Facility, with Prudential as lender, which provides a 5-year $41.0 million secured term loan facility. The proceeds of the Amended Pinedale Term Credit Facility were utilized to pay off the balance due under the previously existing Pinedale LP credit facility.

~~Portland Terminal~~

On December 21, 2017, the parent company of our tenant of the Portland Terminal, Arc Logistics, completed its previously announced merger with Zenith. In its earlier proxy materials related to its acquisition by Zenith, Arc Logistics had outlined multiple financial projections of its partnership, which included various scenarios for future use of our Portland Terminal. Scenarios included (i) continuingSettlement Agreement with the lease as-is, (ii) exercising its buy-out option on the terminal, and (iii) termination of the terminal lease. Additionally, the proxy disclosed that the transaction debt financing was to include a "Delayed Draw Term Facility" which may be used to fund the buy-out of the Portland Terminal.

EXXI Entities. Pursuant to the ~~Portland Terminal lease agreement, the tenant has the right to repurchase the terminal from us, effective beginning in February 2017. Exercise~~terms of the ~~repurchase option is subject to a 90-day notice requirement~~Settlement Agreement, we released the EXXI Entities from any and all claims, except for the Environmental Indemnity under the GIGS Lease, which shall survive, and the ~~purchase price under~~EXXI Entities released us from any and all claims. The parties have also agreed to jointly dismiss the ~~lease is based on nine times~~litigation in connection with the ~~greater of (i)~~Settlement Agreement. Additionally, the ~~total of base~~Grand Isle Lease Agreement and ~~variable rent for the 12 months immediately preceding the notice or (ii) $7.3 million. The tenant also has the option~~Landlord Guaranty were cancelled and terminated. For additional information, refer to ~~terminate the lease on its fifth~~Part I, Item 3, Legal Proceedings and ~~tenth anniversaries for a termination fee of $4.0 million and $6.0 million, respectively, subject to providing written notice 12 months in advance of termination.~~

We have not received any notice from Zenith regarding its intent to exercise either its buy-out option or termination option on the terminal. The 12-month advanced notice for intent to terminate the lease agreement on the fifth anniversary was required to be received by February 1, 2018. However, due to the recent acquisition of Arc Logistics by Zenith and based on our ongoing discussions with Zenith's management team, in January 2018, we entered into an amendment with Zenith Terminals which extended the notice period for the fifth anniversary termination option for an additional six months, from February 1, 2018 to August 1, 2018.Part IV, Item 15, Note 3 ("Leased Properties And Leases").

MoGas Pipeline

~~Effective March 1, 2017,~~On April 24, 2020, MoGas entered into a Facilities Interconnect Agreement with Spire STL Pipeline LLC ("STL Pipeline"). Under the terms of the agreement, MoGas constructed an interconnect to allow gas to be delivered by STL Pipeline and received by MoGas for a cost of approximately $3.3 million. Construction began during the third quarter of 2020 and was completed during the fourth quarter of 2020 at which point MoGas began receiving incremental revenue as described below.

During the fourth quarter of 2020, MoGas entered into a new long-term firm transportation services agreement with Spire, its largest customer. ~~The~~Upon completion of the STL Interconnect project as described above, the agreement ~~which amends a prior agreement, extends the termination date for~~increased Spire's ~~existing~~ firm ~~transportation agreement~~capacity from ~~October 31, 2017 to October 31, 2030. During the entire extended term, Spire will continue to reserve~~ 62,800 dekatherms per day ofto 145,600 dekatherms per day through October 2030 and replaced the previous firm transportation ~~capacity on MoGas. This service will continue at the full tariff rate~~agreement. The new transportation contract is expected to generate approximately $2.0 million of ~~$12.385 per dekatherm per month until October 31, 2018, at which time the rate will be reduced to $6.386 per dekatherm per month for the remainder of the agreement.~~incremental revenue annually.

MoGas continues to explore means to offset the decline in revenue from the amended Spire contract. Such opportunities may include shippers transporting gas across MoGas to strike on Rockies, Mid-continent, Eastern and Gulf Coast basin basis differentials given its strategic location and numerous pipeline interconnects,has also entered into an additional ten-year firm transportation services agreement with Ameren Energy, an existing customer. The new end-user customers, new cogeneration customers and increased capacity from existing shippers. In addition, MoGas has the right to request from FERC adjustments to its rates to mitigate the effect of higher operating costs or lost revenues by filing such a request any time MoGas deems necessary and appropriate. MoGas currently anticipates filing a rate case with FERC in the second quarter of 2018.

~~Omega Pipeline~~

In November 2017, Omega was selected for a Utilities Energy Services Contracting ("UESC") program at Fort Leonard Wood in south-central Missouri. The Company's Omega Pipeline currently serves that United States Army post with natural gas distribution services and the UESC programagreement will provide ~~comprehensive gas, electricity and water efficiency improvements. CorEnergy believes this initiative could last four to five years and produce~~ incremental ~~earnings.~~

~~During 2017, we received a private letter ruling from the IRS which, among other items, qualified the~~ revenue from Omega's long-term contract with Fort Leonard Wood as REIT-qualifying rent from real property income. As a result of the favorable ruling, effective December 31, 2017, we converted Omega from a taxable REIT subsidiary to a qualified REIT subsidiary.

~~Private Security Assets~~

~~Lightfoot~~

~~We hold a direct investment~~for MoGas beginning in Lightfoot LP (6.6 percent) and Lightfoot GP (1.5 percent). Prior to the Zenith acquisition discussed below, Lightfoot's assets included an ownership interest in Gulf LNG, a 1.5 billion cubic feet per day ("bcf/d") receiving, storage, and regasification terminal in Pascagoula, Mississippi, and common units and subordinated units representing an approximately



~~Table of Contents~~		~~Glossary of Defined Terms~~

40 percent aggregate limited partner interest, and a noneconomic general partner interest, in Arc Logistics. As of December 31, 2017, Lightfoot's only material asset consists of its remaining investment in Gulf LNG.

On December 21, 2017, Zenith closed its acquisition of Arc Logistics. Under the terms of the agreement, Lightfoot LP received $14.50 per common unit of Arc Logistics. Lightfoot LP additionally received $36.2 million for the sale of 5.52 percent of its interest in Gulf LNG to Zenith (the "Unconditional Interest"). Under the terms of the agreement, Zenith will purchase the remaining 4.16 percent of Lightfoot's Gulf LNG interest (the “Conditional Interest”) for an additional $27.3 million upon a successful outcome (as defined) of the Gulf LNG arbitration with ENI USA, as discussed further below. Lightfoot GP received $94.5 million for 100 percent of the membership interests in Arc Logistics GP. Under the terms of the merger, at closing, Lightfoot LP and GP used a portion of their sale proceeds to purchase an approximate 13.5 percent interest in Arc Terminal Joliet Holdings.

In accordance with the above, subsequent to closing of the transaction, we received $7.6 million in cash proceeds related to our pro rata portion of the sale proceeds of Lightfoot, including proceeds related to Arc Logistics common units, the Unconditional Interest in Gulf LNG and membership interests in Arc Logistics GP. Amounts received are net of approximately $1.2 million related to our required reinvestment in Arc Terminal Joliet Holdings, of which we own approximately 0.6 percent.

As of December 31, 2017, our remaining private company investments in Lightfoot and Arc Terminal Joliet Holdings represent less than 0.5 percent of our total assets. The fair value of our private company investments at December 31, 2017 was approximately $3.0 million.

~~During~~ the fourth quarter of ~~2017, we received distributions~~2020 and is expected to generate approximately $1.0 million of $210 thousand, which were funded by Lightfoot's distributions from Arc Logistics and Gulf LNG. Total quarterly distributions received during the year ended December 31, 2017 were approximately $853 thousand. We do not anticipate any significant future distributions following the sale of Arc Logistics to Zenith, as discussed above.incremental revenue annually.

On March 1, 2016, an affiliate of Gulf LNG received a Notice of Disagreement and Disputed Statements and a Notice of Arbitration from Eni USA, one of the two companies that had entered into a terminal use agreement for capacity of the liquefied natural gas facility owned by Gulf LNG and its subsidiaries. Should Eni USA be successful in terminating its agreement with Gulf LNG, this could significantly impact the value of our remaining investment in Lightfoot.

CONTRACTUAL OBLIGATIONS

The following table summarizes our significant contractual payment obligations as of December 31, ~~2017:~~2020:

Contractual Obligations
Notional Value Less than 1 year 1-3 years 3-5 years More than 5 years
Pinedale LP Debt $ 41,000,000
$ 3,528,000
$ 7,056,000
$ 30,416,000
$ —
Interest payments on Pinedale LP Debt 2,397,193
4,431,830
3,607,076
—
Convertible Debt 114,000,000
—
114,000,000
—
—
Interest payments on Convertible Debt 7,980,000
11,970,000
—
—
Totals $ 13,905,193
$ 137,457,830
$ 34,023,076
$ —


Contractual Obligations
	Notional Value		Less than 1 year		1-3 years		3-5 years		More than 5 years








5.875% Convertible Debt	$	118,050,000	$	—	$	—	$	118,050,000	$	—
Interest payments on 5.875% Convertible Debt			6,935,438		13,870,875		13,870,875		—
Totals			$	6,935,438	$	13,870,875	$	131,920,875	$	—

Fees paid to Corridor under the Management Agreement and the Administrative Agreement are not included because they vary as a function of the value of our total asset base. For additional information see Part I, Item 1, Business, and Part IV, Item 15, Note 9 ("Management Agreement") included in this Report.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have, and are not expected to have, any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

~~DIVIDENDS~~

Our portfolio of real property assets, promissory notes, and investment securities generates cash flow to us from which we pay distributions to stockholders. For the period ended December 31, 2017, the sources of our stockholder distributions include lease revenue, transportation and distribution revenue from our real property assets, and distributions from our investment securities.

Although there is no assurance that we will continue to make regular dividend payments, we continue to believe that our investments should support sustainable 2018 dividends on a quarterly basis, and an estimated total 2018 annualized dividend of $3.00 per share. We believe that (i) the results of the MoGas rate case proceedings anticipated to be initiated in the second quarter of 2018, as well



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as (ii) accretion from our acquisition of Prudential's 18.95 percent equity interest in Pinedale LP, will adequately offset the lost revenue from the step-down in rate associated with the new Spire contract effective in November 2018.

The following table sets forth common stock distributions for the years ended December 31, 2017, 2016 and 2015. Distributions are shown in the period in which they were declared. On December 1, 2015, we completed a 1-for-5 reverse stock split, which was previously approved by our Board of Directors. All issued and outstanding common stock distributions per share have been retroactively adjusted to reflect this reverse stock split for all periods presented.

Common Dividends
Amount
2017
Fourth Quarter $ 0.7500
Third Quarter 0.7500
Second Quarter 0.7500
First Quarter 0.7500

2016
Fourth Quarter $ 0.7500
Third Quarter 0.7500
Second Quarter 0.7500
First Quarter 0.7500

2015
Fourth Quarter $ 0.7500
Third Quarter 0.6750
Second Quarter 0.6750
First Quarter 0.6500



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~~The following table sets forth preferred stock distributions for the years ended December 31, 2017, 2016 and 2015:~~

Preferred Dividends
Amount
2017
Fourth Quarter $ 0.4609
Third Quarter 0.4609
Second Quarter 0.4609
First Quarter 0.4609

2016
Fourth Quarter $ 0.4609
Third Quarter 0.4609
Second Quarter 0.4609
First Quarter 0.4609

2015
Fourth Quarter $ 0.4609
Third Quarter 0.4609
Second Quarter ⁽¹⁾
0.6351
First Quarter ⁽¹⁾
—
(1) The larger initial payment in the second quarter of 2015 included dividends accrued for the partial first quarter from the January 27, 2015 date of issuance.

~~On February 28, 2018, we paid fourth quarter dividends of $0.75 per share of common stock and $0.4609375 per depositary share for our 7.375% Series A Cumulative Redeemable Preferred Stock.~~

IMPACT OF INFLATION AND DEFLATION

~~Deflation can result in~~In recent years, inflation has been modest and has not had a ~~decline in general price levels, often caused by a decrease in the supply~~material impact on our results of money or credit. The predominant effects of deflation are high unemployment, credit contraction, and weakened consumer demand. Restricted lending practices could impact our ability to obtain financings or to refinance our properties and our tenants' ability to obtain credit. During inflationary periods, we intend for substantially all of our tenant leases to be designed to mitigate the impact of inflation. Generally, our leases include rent escalators that are based on the CPI, or other agreed upon metrics that increase with inflation.operations.

LIQUIDITY AND CAPITAL RESOURCES

Overview

At December 31, ~~2017,~~2020, we had liquidity of approximately ~~$156.3~~$99.6 million comprised solely of cash ~~of $15.8 million plus revolver~~as our availability of $140.5 million. During 2017, our liquidity was enhanced through closing a follow-on offering of our Series A Preferred Stock and the amendment and restatement of our CorEnergy Credit Facility. The Series A Preferred Stock offering generated proceeds of approximately $71.2 million after deducting underwriter discounts and other offering expenses, of which approximately $44.1 million was utilized to pay off the outstanding borrowings and accrued interest onunder the CorEnergy Revolver inwas expected to be reduced to zero upon filing the ~~second quarter. Commitments on~~fourth quarter compliance certificate as a result of the ~~CorEnergy Revolver were increased from $105.0 million to $160.0 million~~violation of the total leverage ratio. As discussed under the ~~amended and restated~~"CorEnergy Credit Facility" below, we terminated the CorEnergy Credit Facility ~~subject to certain borrowing base limitations. In~~in connection with ~~entering~~ the ~~new facility,~~Crimson Transaction on February 4, 2021. Upon closing of the transaction, we ~~repaid~~utilized cash of approximately $82.8 million to acquire our 49.50 percent interest in Crimson and pay for related closing costs. Further, Crimson Midstream Operating and Corridor MoGas became parties to the ~~$33.5~~Crimson Credit Facility as described under the "Crimson Credit Facility" below, which resulted in the issuance of the $80.0 million ~~outstanding balance on the CorEnergy~~Crimson Term Loan inand $50.0 million Crimson Revolver, of which $25.0 million was drawn upon closing of the ~~third quarter.~~Crimson Transaction.


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We use cash flows generated from our operations at MoGas and Omega and cash flows generated from our interest in Crimson's operations that are distributed to us, to fund current obligations, projected working capital requirements, debt service payments and dividend payments. Distributions from Crimson are subject to certain limitations as discussed under the "Crimson Credit Facility" below. Management expects that future operating cash flows, along with access to financial markets, will be sufficient to fund future operating requirements and acquisition opportunities. IfFurther, if our ability to access the capital markets is restricted, as currently is the case as discussed in Part IV, Item 15, Note 13 ("Stockholders' Equity") or if debt or equity capital were unavailable on favorable terms, or at all, our ability to fund acquisition opportunities or to comply with the REIT distribution rules could be adversely affected.

There are acquisition opportunities that are in ~~preliminary~~various stages of review, and consummation of any of these opportunities ~~depends~~may depend on a number of factors beyond our control. There can be no assurance that any of these acquisition opportunities will result in consummated transactions. As part of our disciplined investment philosophy, we plan to use a moderate level of leverage, approximately 25 percent to 50 percent of assets, supplemented with accretive equity issuance as needed, subject to current market conditions. We may invest in assets subject to greater leverage which could be both recourse and non-recourse to us.



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Cash Flows - Operating, Investing, and Financing Activities

The following table presents our consolidated cash flows for the periods indicated below:


	For the Years Ended December 31,										For the Years Ended December 31,
	2017			2016			2015				2020		2019		2018
Net cash provided by (used in):										Net cash provided by (used in):
Operating activities	$	56,791,571		$	51,108,652		$	42,600,618		Operating activities	$	10,383,070	$	61,779,104	$	48,622,740
Investing activities	7,595,477			479,090			(244,612,616		)	Investing activities	(2,127,822)		4,699,066		56,816,490
Financing activities	(56,495,063		)	(58,311,398		)	209,052,574			Financing activities	(29,521,984)		(14,901,704)		(51,939,122)
Net increase (decrease) in cash and cash equivalents	$	7,891,985		$	(6,723,656	)	$	7,040,576		Net increase (decrease) in cash and cash equivalents	$	(21,266,736)	$	51,576,466	$	53,500,108

Cash Flows from Operating Activities

Net cash flows provided by operating activities for the year ended December 31, ~~2017~~2020 were primarily generated by (i) lease receipts of ~~$61.6~~$21.1 million ($~~68.8~~21.4 million lease revenue, ~~net~~plus $245 thousand of ~~$7.2 million~~variable rent recognized in the prior year and collected in the current year period, offset by $493 thousand of straight-line rent accrued during the ~~period)~~current year, which was written-off at the end of the first quarter of 2020 in conjunction with the impairment of the deferred rent receivable), (ii) ~~$13.2~~$13.3 million in net contributions from our operating subsidiaries MoGas and Omega and (iii) ~~an additional $2.9 million in unearned lease receipts associated with January 2018 revenues received in 2017 and (iv) $853~~$466 thousand ~~in distributions and dividends received,~~of income tax refunds, net, partially offset by (iv) $12.2 million in general and administrative expenses, (v) ~~$10.8~~$9.3 million in cash paid for interest and (vi) a $1.0 million cash payment accounted for as an incremental cost to obtain a transportation contract.

Net cash flows provided by operating activities for the year ended December 31, 2019 were primarily generated by (i) lease receipts of $63.2 million ($67.1 million lease revenue, net of $3.9 million of straight-line rent accrued during the period) and (ii) $17.1 million in net contributions from our operating subsidiaries MoGas and Omega, partially offset by (iii) $10.6 million in general and administrative expenses and ~~(vi) $10.8~~(iv) $6.8 million in cash paid for interest.

Net cash flows provided by operating activities for the year ended December 31, ~~2016~~2018 were primarily generated by (i) lease receipts of ~~$59.6~~$62.3 million ($~~68.0~~72.7 million lease revenue, net of ~~$8.4~~$7.0 million of straight-line rent accrued during the ~~period),~~period and $3.4 million of unearned revenue received in 2017) and (ii) ~~$14.6~~$12.5 million in net contributions from our operating subsidiaries MoGas and Omega, ~~(iii) a $1.4 million in escrow proceeds associated with the sale of VantaCore and (iv) $1.0 million in distributions and dividends received,~~ partially offset by ~~(v) $12.9~~(iii) $13.0 million in general and administrative expenses, (iv) $11.2 million in cash paid for interest and ~~(vi) $12.3~~(v) a $1.3 million increase in ~~general~~accounts and ~~administrative expenses.~~other receivables during the period.

Cash Flows from Investing Activities

Net cash flows ~~provided by operating~~used in investing activities for the year ended December 31, ~~2015~~2020 were primarily ~~generated by (i) lease receipts of $43.1 million ($48.1 million lease revenue, net of $5.0 million of straight-line rent accrued during the period), (ii) $14.1~~attributed to $2.2 million in ~~net contributions from our operating subsidiaries~~purchases of property and equipment primarily related to the construction of the STL Interconnect at MoGas, ~~and Omega, (iii) $1.4 million~~which was placed in-service in financing note payments, (iv) a $1.4 million in escrow proceeds associated with the sale of VantaCore, (v) $1.0 million in distributions and dividends received, partially offset by (vi) $9.7 million in general and administrative expenses and (vii) $7.9 million in cash paid for interest.

~~Cash Flows from Investing Activities~~mid-December 2020.

Net cash flows provided by investing activities for the year ended December 31, ~~2017~~2019 were primarily ~~attributable~~attributed to ~~$7.6~~a $5.0 million ~~in proceeds~~payment received ~~from~~on January 7, 2019 related to the ~~sale~~promissory note entered into as part of the ~~majority of our equity securities. Refer to Part IV, Item 15, Note 10 ("Fair Value") for additional details.~~Portland Terminal Facility sale.

Net cash flows provided by investing activities for the year ended December 31, ~~2016~~2018 were primarily attributed to (i) ~~net~~the proceeds from the sale of assets and liabilities held for sale of $645 thousand and (ii) proceeds received on foreclosure of BB Intermediate of $223 thousand, partially offset by (iii) funding to close operations of Black Bison and Four Wood financing notes of $202 thousand and (iv) purchases of property and equipment of $192 thousand.

Net cash flows used in investing activities for the year ended December 31, 2015 were primarily attributable to (i) the deployment of approximately $251.5 million to acquire the GIGS assets and to fulfill the remaining capital improvements commitment in connection with the Portland Terminal Facility ~~partially offset by (ii) the sale of the EIP asset on April 1, 2015,~~and equity interest in Joliet to Zenith Terminals, which ~~provided additional cash~~generated proceeds of approximately ~~$7.7 million.~~$56.0 million, (ii) return of capital distributions on our Lightfoot investment of $664 thousand and (iii) principal payments associated with the Four Wood financing note receivable of $237 thousand.


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Cash Flows from Financing Activities

Net cash flows used in financing activities for the year ended December 31, ~~2017~~2020 were primarily attributable to (i) ~~net payments on~~common and preferred dividends paid of $12.3 million and $9.2 million, respectively, (ii) cash paid for the ~~CorEnergy Revolver~~settlement of ~~$44.0~~the Amended Pinedale Term Credit Facility of $3.1 million, ~~(ii)~~(iii) principal payments of ~~$45.6~~$1.8 million on our secured credit facilities, ~~(iii) common and preferred dividends~~(iv) cash paid for the maturity of ~~$34.7~~the 7.00% Convertible Notes of $1.7 million and ~~$8.2 million, respectively, (iv) purchase~~(v) cash paid for the repurchase of the ~~non-controlling interest in Pinedale LP for $32.8 million, (v) payment~~5.875% Convertible Notes of $1.5 million for debt issuance costs related to the CorEnergy Credit Facility and Amended Pinedale Term Credit Facility refinancings and (vi) distributions of $1.8 million to our non-controlling interest, partially offset by (vii) net offering proceeds on Series A Preferred Stock of $71.2 million and (viii) $41.0 million in proceeds from the Amended Pinedale Term Credit Facility.$1.3 million.

Net cash flows used in financing activities for the year ended December 31, ~~2016~~2019 were primarily attributable to (i) ~~principal payments~~cash paid for the extinguishment of ~~$60.1~~the 7.00% Convertible Notes of $78.9 million, ~~on our secured credit facilities,~~ (ii) common and preferred dividends paid of ~~$34.9~~$39.1 million and ~~$4.1~~



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$9.3 million, respectively and (iii) ~~repurchases~~principal payments of ~~common stock of approximately $2.0~~$3.5 million ~~and (iv) repurchases of convertible debt of approximately $900 thousand,~~on our secured credit facilities, partially offset by ~~(v) $44.0 million drawn on~~(iv) net proceeds from the ~~CorEnergy Revolver.~~5.875% Convertible Notes offering of $116.4 million.

Net cash flows ~~provided by~~used in financing activities for the year ended December 31, ~~2015~~2018 were primarily attributable to ~~the acquisition of the GIGS assets, comprised of~~ (i) $111.3 million in net proceeds from the 7.00% Convertible Note offering, (ii) $73.2 million in net proceeds raised in a follow-on common stock offering and (iii) $42.0 million drawn on the CorEnergy Revolver. Other factors contributing to the net cash flows provided by financing activities during the year were (iv) the January preferred stock offering which generated approximately $54.2 million and (v) $45.0 million drawn on the CorEnergy Term Loan in July. The inflows were partially offset by (vi) repayment of principal on the CorEnergy Revolver of $77.5 million in connection with the preferred stock offering and term loan draw, (vii) common and preferred dividends paid of ~~approximately $28.5~~$34.3 million and ~~$3.5~~$9.6 million, respectively, ~~(viii)~~(ii) cash used to repurchase Series A Preferred Stock of $4.3 million, (iii) principal payments of ~~$6.3~~$3.5 million on our secured credit facilities and ~~(ix) distributions~~(iv) $264 thousand of payments related to debt financing costs.

Capital Expenditures

Crimson's operations can be capital intensive, requiring investments to maintain, expand, upgrade or enhance existing operations and to meet environmental and operational regulations. Crimson's capital requirements consist of maintenance capital expenditures and growth capital expenditures. Examples of maintenance capital expenditures are those made to replace partially or fully depreciated assets, to maintain the ~~non-controlling interest~~existing operating capacity of ~~$2.5 million.~~Crimson's assets and to extend their useful lives, or other capital expenditures that are incurred in maintaining existing system volumes and related cash flows. In contrast, growth capital expenditures are those made to acquire additional assets to grow Crimson's business, to expand and upgrade Crimson's systems and facilities and to construct or acquire new systems or facilities. Crimson may incur substantial amounts of capital expenditures in certain periods in connection with large maintenance projects that are intended to only maintain its assets. Crimson expects to incur maintenance capital expenditures in a range of $10.0 million to $11.0 million in 2021.

Revolving and Term Credit Facilities

CorEnergy Credit Facility

~~On September 26, 2014,~~Prior to 2017, we entered into a $30.0 million revolving credit facility with Regions Bank, then on November 24, 2014, increased the credit facility to $90.0 million at the REIT level and $3.0 million at the subsidiary entity level in conjunction with the MoGas Transaction. There were no borrowings on the CorEnergy Revolver between September 26, 2014 and November 24, 2014. The facility had a maturity of November 24, 2018. For the first six months subsequent to the increase, the facility accrued interest on the outstanding balance at a rate of LIBOR plus 3.50 percent. On and after May 24, 2015, the interest rate was determined by a pricing grid where the applicable interest rate was anticipated to be LIBOR plus 2.75 percent to 3.50 percent, depending on our leverage ratio at such time. On June 29, 2015, we borrowed against the revolver in the amount of $42.0 million in conjunction with the GIGS transaction.

~~On July 8, 2015, we amended and upsized the existing $93.0 million~~ credit facility with Regions Bank (as lender and administrative agent for the other participating lenders) ~~to provide~~providing borrowing ~~commitments~~capacity of $153.0 million, consisting of (i) ~~an increase in~~ the CorEnergy Revolver toof $105.0 million, (ii) the ~~existing $3.0 million MoGas Revolver at the subsidiary entity level (as detailed below) and (iii) a~~CorEnergy Term Loan of $45.0 million ~~term loan at the CorEnergy parent entity level (the "CorEnergy Term Loan"~~ and ~~collectively with the upsized CorEnergy Revolver and~~(iii) the MoGas Revolver the "CorEnergy Credit Facility"). Upon closing the CorEnergy Credit Facility, we drew $45.0 million on the CorEnergy Term Loan at the parent level to pay down the balance on the CorEnergy Revolver that had been used in funding the recent GIGS acquisition.

~~Effective as~~ of March 4, 2016, we, and the required lenders under the CorEnergy Revolver, executed a Limited Consent and Amendment (the "Consent"). Pursuant to such Consent, among other things, the lenders consented to our use of up to $49.0 million, up to $44.0 million of which could come from the proceeds of draws under the CorEnergy Revolver, in connection with the refinancing of Pinedale LP's outstanding indebtedness due under the $70.0 million secured term credit facility on March 30, 2016, as discussed below. We paid fees to the lenders in connection with the Consent in an aggregate amount of $193 thousand. We subsequently drew $44.0 million on the CorEnergy Revolver in conjunction with the refinancing of the Pinedale Credit Facility.$3.0 million.

On July 28, 2017, we entered into an amended and restated CorEnergy Credit Facility with Regions Bank (as lender and administrative agent for other participating lenders). The amended facility ~~provides~~provided for commitments of up to $161.0 million, comprised of (i) increased commitments on the CorEnergy Revolver of up to $160.0 million, subject to borrowing base limitations, and (ii) a $1.0 million commitment on the MoGas Revolver.

The amended facility ~~has~~had a 5-year term maturing on July 28, 2022, and provides for a springing maturity on February 28, 2020, and thereafter, if we fail to meet certain liquidity requirements from the springing maturity date through the maturity of our convertible notes on June 15, 2020.

2022. Under the terms of the amended and restated CorEnergy Credit Facility, we ~~are~~were subject to certain financial covenants as follows: (i) a minimum debt service coverage ratio of 2.0 to 1.0; (ii) a maximum total leverage ratio of 5.0 to 1.0; (iii) a maximum senior secured recourse leverage ratio (which generally excludes debt from certain subsidiaries that are not obligors under the CorEnergy Credit Facility) of 3.0 to 1.0.; and (iv) a maximum total funded debt to capitalization ratio of 50 percent. In addition, there iswas a covenant related to our ability to make distributions that iswas tied to AFFO and applicable REIT distribution requirements, and ~~provides~~provided that, in the absence of any acceleration of maturity following an Event of Default, we ~~may~~could make distributions equal to the greater of the amount required to maintain our REIT status and 100 percent of AFFO for the trailing 12-month period.

Borrowings under the credit facility ~~will generally bear~~typically bore interest on the outstanding principal amount using a LIBOR pricing grid that iswas expected to equal a LIBOR rate plus an applicable margin of 2.75 percent to 3.75 percent, based on our senior secured recourse leverage ratio. The facility ~~contains,~~contained, among other restrictions, certain default and cross-default provisions customary for transactions of this nature (with applicable customary grace periods), all of which ~~are~~were substantially the same as under the prior facility.

Effective May 14, 2020, we entered into a Limited Consent with the Lenders under the CorEnergy Revolver that was part of the CorEnergy Credit Facility, pursuant to which the Lenders agreed to extend the required date for delivery of our financial statements for the fiscal quarter ended March 31, 2020 to coordinate with our previously announced extension of the filing date



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for our first quarter Form 10-Q pursuant to applicable SEC relief (which filing and delivery occurred within the permitted extension period). The Limited Consent also documented notice previously provided by us to the Agent that certain events of default occurred under the lease for our GIGS asset, as a result of the tenant under the Grand Isle Lease Agreement having failed to pay the rent due for April and May 2020. The Limited Consent was subject to our continued compliance with all of the other terms of the CorEnergy Revolver, and included our agreement with the Lenders that the borrowing base value of the GIGS asset for purposes of the CorEnergy Revolver shall be zero, effective as of our March 31, 2020 balance sheet date. We also provided written notification to the Lenders of the EGC Tenant's nonpayment of rent in June, July, August, September, October and November 2020.

As of December 31, 2020, we violated the total leverage ratio under the CorEnergy Revolver due to declining trailing-twelve month EBITDA primarily as a result of the nonpayment of rent from the EGC Tenant during 2020. We were in compliance with all other covenants atof the CorEnergy Credit Facility. As of December 31, ~~2017 and had approximately $140.5~~2020, the violation of the total leverage ratio was expected to reduce the remaining borrowing base under the CorEnergy Revolver to zero upon filing of the fourth quarter of 2020 compliance certificate. We continued to have $1.0 million of ~~available borrowing capacity~~availability under the MoGas Revolver. Prior to entering into discussions with the Lenders regarding the covenant violation and filing the compliance certificate for the fourth quarter of 2020, we terminated the CorEnergy Credit Facility in connection with the Crimson Transaction on February 4, 2021 as described in Part IV, Item 15, Note 16 ("Subsequent Events"). As of December 31, 2020 and through the termination date of the facility, we had no borrowings outstanding on the CorEnergy Revolver and MoGas Revolver. The termination of the CorEnergy Credit Facility resulted in the payment of unused fees and certain legal expenses. Further, we will write-off the remaining deferred debt costs of approximately $857 thousand as a loss on extinguishment of debt in the first quarter of 2021.

We previously disclosed debt covenant considerations in our Quarterly Reports on Form 10-Q that raised substantial doubt about our ability to continue as a going concern. However, we determined that the debt covenant considerations were mitigated by management's plans. Further, the Crimson Transaction, along with the termination of the CorEnergy Credit Facility, on February 4, 2021, have resolved the considerations identified in our Quarterly Reports on Form 10-Q as we have leveraged our liquidity to invest in revenue-generating assets. As a result, the accompanying consolidated financial statements and related notes for the year ended December 31, 2020 have been prepared assuming that we will continue as a going concern.

For a summary of the additional material terms of the CorEnergy Credit Facility, please see Part IV, Item 15, Note 11 ("Debt") included in this Report.

~~Pinedale Credit Facility~~MoGas Revolver

In ~~December 2012, Pinedale LP~~conjunction with the MoGas Transaction, MoGas Pipeline LLC and United Property Systems, LLC, as co-borrowers, entered into a ~~$70.0~~revolving credit agreement dated November 24, 2014 (the "MoGas Revolver"), with certain lenders, including Regions Bank as agent for such lenders. Following subsequent amendments and restatements made on July 8, 2015 and July 28, 2017 in connection with the amendments and restatements of the CorEnergy Credit Facility, discussed above, commitments under the MoGas Revolver were reduced from the original level of $3.0 million ~~secured term~~to a total of $1.0 million. Interest accrued under the MoGas Revolver at the same rate and pursuant to the same terms as it accrued under the CorEnergy Revolver. Refer to Part IV, Item 15, Note 11 ("Debt") for further information. As of December 31, 2020, the co-borrowers were in compliance with all covenants and there were no borrowings outstanding on the MoGas Revolver. As discussed under "CorEnergy Credit Facility" above, the MoGas Revolver component of the CorEnergy Credit Facility was terminated on February 4, 2021.

Mowood/Omega Revolver

On July 31, 2015, a $1.5 million revolving line of credit ~~facility~~("Mowood/Omega Revolver") was established with Regions Bank with a ~~lender that provided~~maturity date of July 31, 2016. Following annual extensions, the current maturity of the facility had been amended and extended to April 30, 2021. The Mowood/Omega Revolver was used by Omega for ~~monthly payments of principal~~working capital and ~~interest. Under the original agreement, outstanding balances under the credit facility generally accrued interest at a variable annual rate equal to LIBOR plus 3.25 percent~~general business purposes and ~~were~~was guaranteed and secured by the ~~Pinedale LGS. Pinedale LP~~assets of Omega. Interest accrued at LIBOR plus 4 percent and was ~~obligated each month to pay all accrued interest as well as principal payments of $294 thousand. The facility~~payable monthly in arrears with no unused fee. There was ~~set to expire~~no outstanding balance at ~~the end of December 2015, however, we extended the facility through March 30, 2016. Under the~~ December 31, 2015 extension amendment, outstanding balances accrued interest at a variable annual rate equal to LIBOR plus 4.25 percent. Pinedale LP made principal payments totaling approximately $3.2 million during2020. On February 4, 2021, the ~~extension period through March 30, 2016.~~

InMowood/Omega Revolver was terminated in connection with the ~~original credit facility,~~Crimson Transaction described in ~~December 2012, we executed two interest rate swap derivatives covering $52.5 million of notional value of the~~Part IV, Item 15, Note 16 ("Subsequent Events").

Amended Pinedale Term Credit Facility to add stability to our interest expense and to manage our exposure to interest rate movements on LIBOR-based borrowings. Through March 30, 2016, the interest rate swap derivatives remained in place at a fixed rate of 0.865 percent less a floating, 1-month LIBOR rate. As part of the March 30, 2016 refinancing discussed below, we terminated one of the derivative contracts, representing half of the amount hedged. The remaining derivative with a notional amount of $26.3 million was de-designated from hedge accounting and marked to market through its expiration in December 2017.

On March 30, 2016, we and Prudential (collectively, "the Refinancing Lenders"), refinanced the remaining $58.5 million principal balance of the $70.0 million credit facility (on a pro rata basis equal to the respective equity interests in Pinedale LP, with our 81.05 percent share being approximately $47.4 million) and executed a series of agreements assigning the credit facility to the Refinancing Lenders, with CorEnergy Infrastructure Trust, Inc. as Agent for the Refinancing Lenders. The facility was further modified to extend the maturity date to March 30, 2021; to increase the LIBOR Rate to the greater of (i) 1.00 percent and (ii) the one-month LIBOR rate; and to increase the LIBOR Rate Spread to seven percent (7.00 percent) per annum. Our portion of the debt and interest was eliminated in consolidation and Prudential's portion of the debt was shown as a related-party liability.

On December 29, 2017, Pinedale LP entered into the Amended Pinedale Term Credit Facility, with Prudential and a group of lenders affiliated with Prudential as lenders and Prudential serving as administrative agent. The new amended facility iswas a 5-year $41.0 million term loan facility, bearing interest at a fixed rate of 6.5 percent, which ~~matures~~was scheduled to mature on December 29, 2022. Principal payments of $294 thousand, plus accrued interest, ~~are~~were payable monthly. ~~Proceeds from~~


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As discussed in Part IV, Item 15, Note 3 ("Leased Properties And Leases"), UPL's bankruptcy filing constituted a default under the terms of the Pinedale Lease Agreement with Pinedale LP. Such default under the Pinedale Lease Agreement was an event of default under the Amended Pinedale Term Credit Facility, ~~were utilized~~which was secured by the Pinedale LPLGS. Among other things, an event of default gave rise to ~~pay off~~a Cash Control Period (as defined in the balance due to the Refinancing Lenders under the previously existing Pinedale LP credit facility. We utilized our portion of the proceeds from the repayment of the prior facility to finance the purchase of Prudential's 18.95 percent outstanding equity interest in Pinedale LP.

~~The~~ Amended Pinedale Term Credit ~~Facility limits~~Facility), which impacted Pinedale LP's ability to make distributions to the Company. During the Cash Control Period, which was triggered May 14, 2020, by the bankruptcy filing of Ultra Wyoming and its parent guarantor, UPL, distributions by Pinedale LP to us ~~although such distributions are~~were permitted to the extent required for us to maintain its REIT qualification, so long as Pinedale LP's obligations under the ~~credit facility have~~Amended Pinedale Term Credit Facility were not ~~been~~ accelerated following an Event of Default (as defined in the Amended Pinedale Term Credit Facility).

~~Outstanding balances~~Effective May 8, 2020, Pinedale LP entered into a Standstill Agreement with Prudential. The Standstill Agreement anticipated Pinedale LP’s notification to Prudential of two Events of Default under the ~~facility are secured by the~~Amended Pinedale ~~LGS assets. The Amended~~ Term Credit Facility ~~is subject to~~(the "Specified Events of Default") as a result of the occurrence of either (i) ~~a minimum interest coverage ratio of 3.0 to 1.0,~~any bankruptcy filing by UPL or Ultra Wyoming and (ii) ~~a maximum leverage ratio of 3.25 to 1.0 and (iii) a minimum~~any resulting impact on Pinedale LP's net worth covenant under the Amended Pinedale Term Credit Facility due to any accounting impairment of ~~$115.0 million, each measured~~the assets of Pinedale LP triggered by any such bankruptcy filing of Ultra Wyoming. Under the Standstill Agreement, Prudential agreed to forbear through September 1, 2020, or the earlier occurrence of a separate Event of Default under the Amended Pinedale Term Credit Facility (the "Standstill Period") from exercising any rights they may have had to accelerate and declare the outstanding balance under the credit facility immediately due and payable as a result of the occurrence of either of the Specified Events of Default, provided that there were no other Events of Default and Pinedale LP continued to meet its obligations under all of the other terms of the Amended Pinedale Term Credit Facility. The Standstill Agreement also required that Pinedale LP not make any distributions to us during the Standstill Period and that interest was to accrue and be payable from the effective date of such agreement at the Default Rate of interest provided for in the Amended Pinedale ~~LP level and not at the Company level. We were in compliance with all covenants at December 31, 2017. For a summary of the additional material terms and the refinancing of the Pinedale~~Term Credit Facility, ~~please see~~which increased the effective interest rate to 8.50%.

As discussed in Part IV, Item 15, Note 113 ("~~Debt"~~Leased Properties And Leases") ~~included~~, Pinedale LP and us entered into a compromise and release agreement with Prudential related to the Amended Pinedale Term Credit Facility (the "Release Agreement"), which had an outstanding balance of approximately $32.0 million, net of $132 thousand of deferred debt issuance costs. Pursuant to the Release Agreement, the $18.0 million sale proceeds were provided by Ultra Wyoming directly to Prudential at closing of the Pinedale LGS sale transaction on June 30, 2020. We also provided the remaining cash available at Pinedale LP of approximately $3.3 million (including $198 thousand for accrued interest) to Prudential in ~~this Report~~exchange for ~~additional information.~~(i) the release of all liens on the Pinedale LGS and the other assets of Pinedale LP, (ii) the termination of our pledge of equity interests of the general partner of Pinedale LP, (iii) the termination and satisfaction in full of the obligations of Pinedale LP under the Amended Pinedale Term Credit Facility and (iv) a general release of any other obligations of Pinedale LP and/or us and our respective directors, officers, employees or agents pertaining to the Amended Pinedale Term Credit Facility. The Release Agreement resulted in a gain on extinguishment of debt of approximately $11.0 million in the Consolidated Statements of Operations for the year ended December 31, 2020.

Convertible Notes

7.00% Convertible Notes

On June 29, 2015, we completed a public offering of $115.0 million aggregate principal amount of 7.00% Convertible Senior Notes Due 2020. The Convertible Notes ~~mature~~matured on June 15, 2020 and ~~bear~~bore interest at a rate of 7.0 percent per annum, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2015.

~~We may not redeem the Convertible Notes prior to the~~ Upon maturity, ~~date. Holders may convert their Convertible Notes into shares of our common stock at their option until the close of business~~we paid remaining principal and accrued interest outstanding on the ~~second scheduled trading day immediately preceding the maturity date. The current conversion rate for the~~7.00% Convertible Notes is 30.3030 shares of Common Stock per $1,000 principal amount of the Convertible Notes, equivalent to an initial conversion price of $33.00 per share of Common Stock. Such conversion rate will be subject to adjustment in certain events as specified in the Indenture.

~~As authorized by the Board of Directors, during May 2016, the Company repurchased $1.0 million of face value of the Convertible~~ Notes. ~~As of December 31, 2017, we had $114.0 million of face value of the Convertible Notes outstanding.~~



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Refer to Part IV, Item 15, Note 11 ("Debt") included in this Report for additional information concerning the 7.00% Convertible Notes.

~~MoGas Revolver~~5.875% Convertible Notes

~~In conjunction with the MoGas Transaction, MoGas Pipeline LLC and United Property Systems, LLC, as co-borrowers, entered into~~On August 12, 2019, we completed a ~~revolving credit agreement dated November 24, 2014 (the "MoGas Revolver"), with certain lenders, including Regions Bank as agent for such lenders. Pursuant~~private placement offering of $120.0 million aggregate principal amount of 5.875% Convertible Senior Notes due 2025 to the ~~MoGas Revolver,~~initial purchasers of such notes for cash in reliance on an exemption from registration provided by Section 4(a)(2) of the ~~co-borrowers could borrow, prepay~~Securities Act. The initial purchasers then resold the 5.875% Convertible Notes for cash equal to 100 percent of the aggregate principal amount thereof to qualified institutional buyers, as defined in Rule 144A under the Securities Act, in reliance on an exemption from registration provided by Rule 144A. The 5.875% Convertible Notes mature on August 15, 2025 and ~~re-borrow loans up to $3.0 million outstanding~~bear interest at a rate of 5.875 percent per annum, payable semiannually in arrears on February 15 and August 15 of each year, beginning on February 15, 2020.

Holders may convert all or any portion of their 5.875% Convertible Notes into shares of our common stock at their option at any ~~time. On July 8, 2015,~~time prior to the ~~MoGas Revolver was amended and restated in accordance with~~close of business on the ~~expansion~~business day immediately preceding the maturity date. The initial conversion rate for the 5.875% Convertible Notes is 20.0 shares of common stock per $1,000 principal amount of the ~~CorEnergy Credit Facility discussed above. Interest accrues under~~5.875% Convertible Notes,


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equivalent to an initial conversion price of $50.00 per share of our common stock. Such conversion rate will be subject to adjustment in certain events as specified in the ~~MoGas Revolver at the same rate and pursuant to the same terms as it accrues under the CorEnergy Credit Facility.~~Indenture.

On July 28, 2017, the terms of the MoGas Revolver were amended and restated in connection with the CorEnergy Credit Facility, as discussed above. As a result, commitments under the MoGas Revolver were reduced to $1.0 million. Refer to Part IV, Item 15, Note 11 ("Debt") included in this Report for ~~further information.~~additional information concerning the 5.875% Convertible Notes.

Crimson Credit Facility

On February 4, 2021, in connection with the Crimson Transaction, Crimson Midstream Operating and Corridor MoGas, (collectively, the "Borrowers"), together with Crimson, MoGas Debt Holdco LLC, MoGas, CorEnergy Pipeline Company, LLC, United Property Systems, Crimson Pipeline, LLC and Cardinal Pipeline, L.P. (collectively, the "Guarantors") entered into the Crimson Credit Facility with the lenders from time to time party thereto and Wells Fargo Bank, National Association, as Administrative Agent for such lenders, Swingline Lender and Issuing Bank. The Crimson Credit Facility provides borrowing capacity of up to $155.0 million, consisting of: a $50.0 million revolving credit facility (the "Crimson Revolver"), an $80.0 million term loan (the "Crimson Term Loan") and an uncommitted incremental facility of $25.0 million. Upon closing of the Crimson Transaction, the Borrowers drew the $80.0 million Crimson Term Loan and $25.0 million on the Crimson Revolver.

The loans under Crimson Credit Facility mature on February 4, 2024. The Crimson Term Loan requires quarterly payments of $2.0 million in arrears on the last business day of March, June, September and December, commencing on June 30, 2021. Subject to certain conditions all loans made under the Credit Agreement shall, at the option of the Borrowers, bear interest at either (a) LIBOR plus a spread of 325 to 450 basis points, or (b) a rate equal to the highest of (i) the prime rate established by the Administrative Agent, (ii) the federal funds rate plus 0.5%, or (iii) the one-month LIBOR rate plus 1.0%, plus a spread of 225 to 350 basis points. The applicable spread for each interest rate is based on the Total Leverage Ratio (as defined in the Crimson Credit Facility); however, the initial interest rate is set at the top level of the pricing grid until the first compliance reporting event for the period ended June 30, 2021.

Outstanding balances under the facility are secured by all assets of the Borrowers and Guarantors (including the equity in such parties), other than any assets regulated by the CPUC and other customary excluded assets, pursuant to an Amended and Restated Pledge Agreement and an Amended and Restated Security Agreement. Under the terms of the Crimson Credit Facility, we will be subject to certain financial covenants commencing with the fiscal quarter ending June 30, 2021 for the Borrowers and their restricted subsidiaries (the "Consolidated Parties") as follows (i): the total leverage ratio shall not be greater than: (a) 3.00 to 1.00 commencing with the fiscal quarter ending June 30, 2021 through and including the fiscal quarter ending December 31, 2021; (b) 2.75 to 1.00 commencing with the fiscal quarter ending March 31, 2022 through and including the fiscal quarter ending December 31, 2022; and (c) 2.50 to 1.00 commencing with the fiscal quarter ending March 31, 2023 and for each fiscal quarter thereafter and (ii) the debt service coverage ratio, shall not be less than 2.00 to 1.00.

Cash distributions to us from the Borrowers are subject to certain restrictions, including without limitation, no default or event of default, compliance with financial covenants, minimum undrawn availability and available free cash flow. The Borrowers and their restricted subsidiaries are also subject to certain additional affirmative and negative covenants customary for credit transactions of this type. The Crimson Credit Facility contains default and cross-default provisions (with applicable customary grace or cure periods) customary for transactions of this type. Upon the occurrence of an event of default, payment of all amounts outstanding under the Crimson Credit Facility may become immediately due and payable at the election of the Required Lenders (as defined in the Crimson Credit Facility).

Shelf Registration Statements

On October 30, 2018, we registered 1,000,000 shares of common stock for issuance under our dividend reinvestment plan pursuant to a separate shelf registration statement filed with the SEC. As of December 31, ~~2017,~~2020, we have issued 22,003 shares of common stock under our dividend reinvestment plan pursuant to the ~~co-borrowers were~~shelf resulting in ~~compliance with all covenants and there were no borrowings against~~remaining availability (subject to the ~~MoGas Revolver.~~

~~Mowood/Omega Revolver~~current limitation discussed below) of approximately 977,997 shares of common stock.

On July 31, 2015, a $1.5 million revolving line of credit ("Mowood/Omega Revolver") was established with Regions Bank with a maturity date of July 31, 2016. Following annual extensions, the current maturity of the facility has been amended and extended to July 31, 2018. The Mowood/Omega Revolver is used by Omega for working capital and general business purposes and is guaranteed and secured by the assets of Omega. Interest accrues at LIBOR plus 4 percent and is payable monthly in arrears with no unused fee. There was no outstanding balance at December 31, 2017.

~~Shelf Registration~~

~~On February 18, 2016,~~November 9, 2018, we had a new shelf registration statement declared effective by the SEC replacing our previously filed shelf registration statement, pursuant to which we may publicly offer additional debt or equity securities with an aggregate offering price of up to $600.0 million.

As described elsewhere in this Report, EGC and Cox Oil refused to provide the financial statement information concerning EGC that we must file pursuant to SEC Regulation S-X. Absent reaching a resolution of ~~December 31, 2017,~~this issue with the SEC, we ~~have issued 62,215 shares of common stock under~~do not expect to be able to use this shelf registration statement, or the shelf registration statement filed for our dividend reinvestment plan, ~~pursuant~~ to sell our securities. We have engaged in dialogue with the ~~February 18, 2016 shelf, reducing availability by approximately $1.8 million. Shelf availability was further reduced by approximately $73.8 million as a result~~staff of the ~~follow-on offering of additional 7.375% Series A Preferred Stock~~SEC in an effort to shorten the period during ~~the second quarter of 2017. As of December 31, 2017, availability on the current shelf~~which we do not use our registration ~~is approximately $524.5 million.~~statements. However, there can be no assurance that we will be successful in obtaining such relief.


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Liquidity and Capitalization

Our principal investing activities are acquiring ~~and~~or financing midstream and downstream real estate assets within the U.S. energy infrastructure ~~sector and concurrently entering into long-term triple-net participating leases with energy companies.~~sector. These investing activities have ~~generally~~often been financed from the proceeds of our public equity and debt offerings as well as the term and credit facilities mentioned above. Continued growth of our asset portfolio will depend in part on our continued ability to access funds through additional borrowings and securities offerings. ~~The following is~~Additionally, our liquidity and capitalization may be impacted by the optional redemption of Series A Preferred Stock. As disclosed in Part IV, Item 15, Note 13 ("Stockholders' Equity"), the depositary shares are currently eligible to be redeemed, at our option, in whole or in part, at the $25.00 liquidation preference plus all accrued and unpaid dividends to, but not including, the date of redemption.

The following table presents our liquidity and capitalization as of December 31, 2020 and 2019 and our pro forma liquidity and capitalization as of December 31, 2020 reflecting (i) the impact of the Crimson Transaction completed on February 4, 2021, and (ii) the ~~below-noted dates:~~Internalization Agreement announced on February 4, 2021, which is subject to stockholder approval:


Liquidity and Capitalization	Liquidity and Capitalization					Liquidity and Capitalization
									Pro Forma December 31, 2020(1)				December 31, 2020				December 31, 2019
	December 31, 2017		December 31, 2016						(Unaudited)
Cash and cash equivalents	$	15,787,069	$	7,895,084		Cash and cash equivalents			$	19,996,988			$	99,596,907			$	120,863,643
Revolver availability(2)	$	140,499,846	$	52,144,837			$	25,000,000			$	—			$	136,358,445

Revolving credit facility(2)	—		44,000,000				$	25,000,000			$	—			$	—
Long-term debt (including current maturities)	152,777,437		156,632,880

Long-term debt (including current maturities)(3)						Long-term debt (including current maturities)(3)			193,200,413				115,008,130				152,109,426
Stockholders' equity:						Stockholders' equity:
Series A Cumulative Redeemable Preferred Stock 7.375%, $0.001 par value	130,000,000		56,250,000
Capital stock, non-convertible, $0.001 par value	11,916		11,886
Additional paid-in capital	331,773,716		350,217,746
Accumulated other comprehensive loss	—		(11,196		)
Series A Cumulative Redeemable Preferred Stock 7.375%, $0.001 par value(4)						Series A Cumulative Redeemable Preferred Stock 7.375%, $0.001 par value(4)			129,525,669				125,270,350				125,493,175
Capital stock, non-convertible, $0.001 par value(4)						Capital stock, non-convertible, $0.001 par value(4)			14,806				13,652				13,639
Class B common stock, $0.001 par value(4)						Class B common stock, $0.001 par value(4)			684				—				—
Additional paid-in capital(4)						Additional paid-in capital(4)			353,846,785				339,742,380				360,844,497
Retained deficit(5)						Retained deficit(5)			(328,038,848)				(315,626,555)				(9,611,872)
Noncontrolling interest(6)						Noncontrolling interest(6)			115,323,037				—				—

CorEnergy equity	461,785,632		406,468,436			CorEnergy equity			270,672,133				149,399,827				476,739,439
Total CorEnergy capitalization	$	614,563,069	$	607,101,316		Total CorEnergy capitalization			$	488,872,546			$	264,407,957			$	628,848,865
(1) Pro Forma liquidity and capitalization reflecting the impact of the acquisition of our 49.50% interest in Crimson and Internalization agreement with Corridor entered into on February 4, 2021. The issuance of equity consideration for Internalization is subject to stockholder approval. Refer to Part IV, Item 15, Note 16 ("Subsequent Events") for further details on the Crimson Transaction and Internalization.						(1) Pro Forma liquidity and capitalization reflecting the impact of the acquisition of our 49.50% interest in Crimson and Internalization agreement with Corridor entered into on February 4, 2021. The issuance of equity consideration for Internalization is subject to stockholder approval. Refer to Part IV, Item 15, Note 16 ("Subsequent Events") for further details on the Crimson Transaction and Internalization.
(2) In connection with the Crimson Transaction on February 4, 2021, the Regions Credit Facility in place for the years ended December 31, 2020 and 2019 was terminated, and Crimson and Corridor MoGas, as co-borrowers, entered into the Crimson Credit Facility. The Crimson Credit Facility includes a $50.0 million revolver of which $25.0 million was drawn at closing. The remaining $25.0 million is available, subject to certain limitations. Refer to "Crimson Credit Facility" discussion above for more details on the credit facility.						(2) In connection with the Crimson Transaction on February 4, 2021, the Regions Credit Facility in place for the years ended December 31, 2020 and 2019 was terminated, and Crimson and Corridor MoGas, as co-borrowers, entered into the Crimson Credit Facility. The Crimson Credit Facility includes a $50.0 million revolver of which $25.0 million was drawn at closing. The remaining $25.0 million is available, subject to certain limitations. Refer to "Crimson Credit Facility" discussion above for more details on the credit facility.
(3) Long-term debt is presented net of discount and deferred debt costs. The pro forma long-term debt includes our 5.875% Convertible Notes and the Crimson Term Loan of $80.0 million entered into in connection with the closing of the Crimson Transaction on February 4, 2021. Refer to "Crimson Credit Facility" discussion above for more details on the credit facility.						(3) Long-term debt is presented net of discount and deferred debt costs. The pro forma long-term debt includes our 5.875% Convertible Notes and the Crimson Term Loan of $80.0 million entered into in connection with the closing of the Crimson Transaction on February 4, 2021. Refer to "Crimson Credit Facility" discussion above for more details on the credit facility.
(4) The increase in Series A Cumulative Redeemable Preferred Stock, Capital Stock and Class B Common Stock reflect the pro forma impact of the equity consideration in the Internalization agreement. The Internalization agreement is subject to stockholder approval before such equity consideration can be issued. Refer to Part IV, Item 15, Note 16 ("Subsequent Events") for further details on the Internalization.						(4) The increase in Series A Cumulative Redeemable Preferred Stock, Capital Stock and Class B Common Stock reflect the pro forma impact of the equity consideration in the Internalization agreement. The Internalization agreement is subject to stockholder approval before such equity consideration can be issued. Refer to Part IV, Item 15, Note 16 ("Subsequent Events") for further details on the Internalization.
(5) The increase in the retained deficit reflects the pro forma loss on impairment and disposal of the GIGS asset, which was provided as partial consideration for the Crimson Transaction and the loss on termination of the Grand Isle Lease Agreement. Further, the pro forma increase in retained deficit reflects the transaction costs incurred at closing. Refer to Part IV, Item 15, Note 3 ("Leased Properties and Leases") and Note 16 ("Subsequent Events") for further details.						(5) The increase in the retained deficit reflects the pro forma loss on impairment and disposal of the GIGS asset, which was provided as partial consideration for the Crimson Transaction and the loss on termination of the Grand Isle Lease Agreement. Further, the pro forma increase in retained deficit reflects the transaction costs incurred at closing. Refer to Part IV, Item 15, Note 3 ("Leased Properties and Leases") and Note 16 ("Subsequent Events") for further details.
(6) Reflects the pro forma impact of the Grier Members' equity consideration for the new A-1, A-2 and A-3 units representing a 50.50% interest in Crimson. Subject to CPUC regulatory approval and certain stockholder approvals, these units are convertible into certain CorEnergy securities. Refer to Part IV, Item 15, Note 16 ("Subsequent Events") for further details on the Crimson Transaction.						(6) Reflects the pro forma impact of the Grier Members' equity consideration for the new A-1, A-2 and A-3 units representing a 50.50% interest in Crimson. Subject to CPUC regulatory approval and certain stockholder approvals, these units are convertible into certain CorEnergy securities. Refer to Part IV, Item 15, Note 16 ("Subsequent Events") for further details on the Crimson Transaction.

F-36

Earnings Per Share
For the Years Ended December 31,
2017 2016 2015
Net income attributable to CorEnergy stockholders $ 32,602,790
$ 29,663,200
$ 12,319,911
Less: preferred dividend requirements 7,953,988
4,148,437
3,848,828
Net income attributable to common stockholders $ 24,648,802
$ 25,514,763
$ 8,471,083
Weighted average shares - basic 11,900,516
11,901,985
10,685,892
Basic earnings per share $ 2.07
$ 2.14
$ 0.79

Net income attributable to common stockholders (from above) $ 24,648,802
$ 25,514,763
$ 8,471,083
Add: After tax effect of convertible interest —
—
—
Income attributable for dilutive securities $ 24,648,802
$ 25,514,763
$ 8,471,083
Weighted average shares - diluted 11,900,516
11,901,985
10,685,892
Diluted earnings per share $ 2.07
$ 2.14
$ 0.79



Table of Contents	Index to Financial Statements	Glossary of Defined Terms


Earnings (Loss) Per Share
	For the Years Ended December 31,
	2020		2019		2018
Net Income (Loss) attributable to CorEnergy Stockholders	$	(306,067,579)	$	4,079,495	$	43,711,876
Less: preferred dividend requirements(1) (2)	9,189,809		9,255,468		9,548,377
Net Income (Loss) attributable to Common Stockholders	$	(315,257,388)	$	(5,175,973)	$	34,163,499
Weighted average shares - basic	13,650,718		13,041,613		11,935,021
Basic earnings (loss) per share	$	(23.09)	$	(0.40)	$	2.86

Net Income (Loss) attributable to Common Stockholders (from above)	$	(315,257,388)	$	(5,175,973)	$	34,163,499
Add: After tax effect of convertible interest	0		0		8,766,306
Income (Loss) attributable for dilutive securities	$	(315,257,388)	$	(5,175,973)	$	42,929,805
Weighted average shares - diluted	13,650,718		13,041,613		15,389,180
Diluted earnings (loss) per share	$	(23.09)	$	(0.40)	$	2.79
(1) In connection with the repurchases of Series A Preferred Stock during the year ended December 31, 2020 and 2018, preferred dividend requirements were reduced by $52,896 and $10,554, respectively, representing the discount in the repurchase price paid compared to the carrying amount derecognized.
(2) In connection with the repurchases of Series A Preferred Stock during the year ended December 31, 2019, preferred dividend requirements were increased by $245 representing the premium in the repurchase price paid compared to the carrying amount derecognized.

~~16. QUARTERLY FINANCIAL DATA~~ ~~(Unaudited)~~

For the Fiscal 2017 Quarters Ended
March 31 June 30 September 30 December 31
Revenue
Lease revenue $ 17,066,526
$ 17,050,092
$ 17,173,676
$ 17,513,510
Transportation and distribution revenue 5,010,590
4,775,780
5,270,628
4,888,575
Total Revenue 22,077,116
21,825,872
22,444,304
22,402,085
Expenses
Transportation and distribution expenses 1,335,570
1,362,980
2,384,182
1,646,975
General and administrative 3,061,240
2,558,339
2,632,546
2,534,372
Depreciation, amortization and ARO accretion expense 6,005,908
6,005,995
6,017,664
6,018,143
Total Expenses 10,402,718
9,927,314
11,034,392
10,199,490
Operating Income $ 11,674,398
$ 11,898,558
$ 11,409,912
$ 12,202,595
Other Income (Expense)
Net distributions and dividend income $ 43,462
$ 221,440
$ 213,040
$ 202,149
Net realized and unrealized gain (loss) on other equity securities (544,208 ) 614,634
1,340,197
121,204
Interest expense (3,454,397 ) (3,202,837 ) (2,928,036 ) (2,793,245 )
Loss on extinguishment of debt —
—
(234,433 ) (102,500 )
Total Other Expense (3,955,143 )
(2,366,763 )
(1,609,232 )
(2,572,392 )
Income before income taxes 7,719,255
9,531,795
9,800,680
9,630,203
Taxes
Current tax expense (benefit) (33,760 ) 57,651
65,131
2,742,636
Deferred tax expense (benefit) (298,846 ) 38,084
126,440
(352,018 )
Income tax expense (benefit), net (332,606 ) 95,735
191,571
2,390,618
Net Income 8,051,861
9,436,060
9,609,109
7,239,585
Less: Net Income attributable to non-controlling interest 382,383
435,888
431,825
483,730
Net Income attributable to CorEnergy Stockholders $ 7,669,478
$ 9,000,172
$ 9,177,284
$ 6,755,855
Preferred dividend requirements 1,037,109
2,123,129
2,396,875
2,396,875
Net Income attributable to Common Stockholders $ 6,632,369
$ 6,877,043
$ 6,780,409
$ 4,358,980

Earnings Per Common Share:
Basic $ 0.56
$ 0.58
$ 0.57
$ 0.37
Diluted $ 0.56
$ 0.58
$ 0.57
$ 0.37

F-37



Table of Contents	Index to Financial Statements	Glossary of Defined Terms

15. QUARTERLY FINANCIAL DATA (Unaudited)


	For the Fiscal 2020 Quarters Ended
	March 31		June 30		September 30		December 31
Revenue
Lease revenue	$	15,746,504	$	5,554,368	$	20,126	$	30,125
Deferred rent receivable write-off	(30,105,820)		0		0		0
Transportation and distribution revenue	5,200,500		4,382,706		4,573,155		5,815,990
Financing revenue	26,307		29,913		32,099		32,098

Total Revenue	(9,132,509)		9,966,987		4,625,380		5,878,213
Expenses
Transportation and distribution expenses	1,375,229		1,222,135		1,438,443		2,023,900
General and administrative	3,076,143		4,325,924		2,793,568		2,036,287
Depreciation, amortization and ARO accretion expense	5,647,067		3,662,926		2,169,806		2,174,630
Loss on impairment of leased property	140,268,379		0		0		0
Loss on impairment and disposal of leased property	0		146,537,547		0		0
Loss on termination of lease	0		458,297		0		0

Total Expenses	150,366,818		156,206,829		6,401,817		6,234,817
Operating Loss	$	(159,499,327)	$	(146,239,842)	$	(1,776,437)	$	(356,604)
Other Income (Expense)
Net distributions and other income	$	317,820	$	102,038	$	29,654	$	21,937

Interest expense	(2,885,583)		(2,920,424)		(2,247,643)		(2,247,994)

Gain on extinguishment of debt	0		11,549,968		0		0
Total Other Income (Expense)	(2,567,763)		8,731,582		(2,217,989)		(2,226,057)
Loss before income taxes	(162,067,090)		(137,508,260)		(3,994,426)		(2,582,661)
Taxes
Current tax expense (benefit)	(394,643)		(2,431)		(2,431)		3,662
Deferred tax expense (benefit)	369,921		(71,396)		(72,897)		85,357
Income tax expense (benefit), net	(24,722)		(73,827)		(75,328)		89,019


Net loss attributable to CorEnergy Stockholders	$	(162,042,368)	$	(137,434,433)	$	(3,919,098)	$	(2,671,680)
Preferred dividend requirements	2,260,793		2,309,672		2,309,672		2,309,672
Net loss attributable to Common Stockholders	$	(164,303,161)	$	(139,744,105)	$	(6,228,770)	$	(4,981,352)

Loss Per Common Share:
Basic	$	(12.04)	$	(10.24)	$	(0.46)	$	(0.36)
Diluted	$	(12.04)	$	(10.24)	$	(0.46)	$	(0.36)

F-38

For the Fiscal 2016 Quarters Ended
March 31 June 30 September 30 December 31
Revenue
Lease revenue $ 16,996,072
$ 16,996,072
$ 16,996,155
$ 17,005,831
Transportation and distribution revenue 5,099,451
5,064,680
5,119,330
5,810,651
Financing revenue 162,344
—
—
—
Total Revenue 22,257,867
22,060,752
22,115,485
22,816,482
Expenses
Transportation and distribution expenses 1,362,325
1,378,306
1,482,161
2,240,556
General and administrative 3,289,852
2,773,240
3,021,869
3,185,419
Depreciation, amortization and ARO accretion expense 5,296,818
5,737,025
5,744,266
5,744,762
Provision for loan loss and disposition 4,645,188
369,278
—
—
Total Expenses 14,594,183
10,257,849
10,248,296
11,170,737
Operating Income $ 7,663,684
$ 11,802,903
$ 11,867,189
$ 11,645,745
Other Income (Expense)
Net distributions and dividend income $ 375,573
$ 214,169
$ 277,523
$ 273,559
Net realized and unrealized gain (loss) on other equity securities (1,628,752 ) 1,199,665
1,430,858
(177,289 )
Interest expense (3,926,009 ) (3,540,812 ) (3,520,856 ) (3,430,162 )
Total Other Expense (5,179,188 ) (2,126,978 ) (1,812,475 ) (3,333,892 )
Income before income taxes 2,484,496
9,675,925
10,054,714
8,311,853
Taxes
Current tax expense (benefit) (677,731 ) 203,652
95,125
65,847
Deferred tax expense (benefit) (577,395 ) 206,786
388,027
(168,731 )
Income tax expense (benefit), net (1,255,126 ) 410,438
483,152
(102,884 )
Net Income 3,739,622
9,265,487
9,571,562
8,414,737
Less: Net Income attributable to non-controlling interest 348,501
310,960
340,377
328,370
Net Income attributable to CorEnergy Stockholders $ 3,391,121
$ 8,954,527
$ 9,231,185
$ 8,086,367
Preferred dividend requirements 1,037,109
1,037,109
1,037,109
1,037,110
Net Income attributable to Common Stockholders $ 2,354,012
$ 7,917,418
$ 8,194,076
$ 7,049,257

Earnings Per Common Share:
Basic $ 0.20
$ 0.66
$ 0.69
$ 0.59
Diluted $ 0.20
$ 0.66
$ 0.68
$ 0.59



Table of Contents	Index to Financial Statements	Glossary of Defined Terms


	For the Fiscal 2019 Quarters Ended
	March 31		June 30		September 30		December 31
Revenue
Lease revenue	$	16,717,710	$	16,635,876	$	16,984,903	$	16,712,017
Transportation and distribution revenue	4,871,582		4,868,144		4,068,338		4,970,173
Financing revenue	33,540		27,989		28,003		27,295
Total Revenue	21,622,832		21,532,009		21,081,244		21,709,485
Expenses
Transportation and distribution expenses	1,503,143		1,246,755		1,116,194		1,376,152

General and administrative	2,870,407		2,739,855		2,494,240		2,492,346
Depreciation, amortization and ARO accretion expense	5,645,096		5,645,250		5,645,342		5,646,254

Total Expenses	10,018,646		9,631,860		9,255,776		9,514,752
Operating Income	$	11,604,186	$	11,900,149	$	11,825,468	$	12,194,733
Other Income (Expense)
Net distributions and other income	$	256,615	$	285,259	$	360,182	$	426,797

Interest expense	(2,507,294)		(2,297,783)		(2,777,122)		(2,996,512)

Loss on extinguishment of debt	(5,039,731)		0		(28,920,834)		0
Total Other Expense	(7,290,410)		(2,012,524)		(31,337,774)		(2,569,715)
Income (loss) before income taxes	4,313,776		9,887,625		(19,512,306)		9,625,018
Taxes
Current tax expense (benefit)	353,744		0		(1,270)		(472,498)
Deferred tax expense (benefit)	93,591		62,699		(91,436)		289,788
Income tax expense (benefit), net	447,335		62,699		(92,706)		(182,710)


Net Income (loss) attributable to CorEnergy Stockholders	$	3,866,441	$	9,824,926	$	(19,419,600)	$	9,807,728
Preferred dividend requirements	2,314,128		2,313,780		2,313,780		2,313,780
Net Income (loss) attributable to Common Stockholders	$	1,552,313	$	7,511,146	$	(21,733,380)	$	7,493,948

Earnings (Loss) Per Common Share:
Basic	$	0.12	$	0.59	$	(1.65)	$	0.55
Diluted	$	0.12	$	0.59	$	(1.65)	$	0.55

~~17.~~

F-39


Table of Contents			Index to Financial Statements			Glossary of Defined Terms

16. SUBSEQUENT EVENTS

The Company performed an evaluation of subsequent events through the date of the issuance of these financial statements and determined that no additional items require recognition or disclosure, except for the following:

Common Stock Dividend

On ~~January 24, 2018,~~February 2, 2021, the Company's Board of Directors declared a ~~2017~~2020 fourth quarter dividend of ~~$0.75~~$0.05 per share for CorEnergy common stock. The dividend was paid on February ~~28, 2018,~~26, 2021, to stockholders of record on February ~~14, 2018.~~12, 2021.

Preferred Stock Dividend

On ~~January 24, 2018,~~February 2, 2021, the Company's Board of Directors also declared a ~~2017 fourth quarter~~ dividend of $0.4609375 per depositary share for its 7.375% Series A ~~Cumulative Redeemable~~ Preferred Stock. The preferred stock dividend was paid on February ~~28, 2018,~~26, 2021, to stockholders of record on February ~~14, 2018.~~12, 2021.

Crimson Transaction

On February 4, 2021, the Company acquired a 49.50 percent interest in Crimson, with the right to acquire the remaining 50.50 percent, subject to CPUC approval, in exchange for a combination of cash on hand of approximately $74.6 million (after giving effect to initial working capital adjustments), commitments to issue approximately $118.4 million of new common and preferred equity (also after giving effect to the initial working capital adjustments), contribution of the GIGS asset (valued for the purposes of the transaction at $50.0 million) to the sellers and $105.0 million in new term loan and revolver borrowings, all as detailed further below (the "Crimson Transaction"). Crimson is a CPUC regulated crude oil pipeline owner and operator, and its assets include 4 critical infrastructure pipeline systems spanning approximately 2,000 miles across northern, central and southern California (including approximately 1,300 active miles), connecting California crude production to in-state refineries. The acquired assets qualify for REIT treatment under established IRS regulations and the Company's PLR. The Company's interest was acquired effective February1, 2021, and the purchase consideration has an initial fair value of approximately $344.0 million. Due diligence expenses of approximately $1.5 million were incurred for the year ended December 31, 2020, however diligence and transaction related costs continued to accumulate subsequent to December 31, 2020. The initial accounting, including the identification and allocation of consideration to assets acquired and liabilities assumed, is not complete given the proximity of the acquisition to the financial statement filing date.

To effect the Crimson Transaction, on February 4, 2021, the Company entered into and consummated a Membership Interest Purchase Agreement (the "MIPA") with CGI Crimson Holdings, L.L.C. ("Carlyle"), Crimson, and John D. Grier. Pursuant to the terms of the MIPA, the Company acquired all of the Class C Units of Crimson owned by Carlyle, which represents 49.50 percent of all of the issued and outstanding membership interests of Crimson for approximately $66.0 million in cash (net of working capital adjustments) and the transfer to Carlyle of the Company's interest in GIGS (as further described in Note 3 ("Leased Properties And Leases")). Crimson Midstream Operating and Corridor MoGas also entered into to a $105.0 million Amended and Restated Credit Agreement with Wells Fargo (as further described below and in Note 11 ("Debt")).

Simultaneously, Crimson, the Company, Mr. Grier and certain affiliated trusts of Mr. Grier (collectively with Mr. Grier, the "Grier Members") entered into the Third Amended and Restated Limited Liability Company Agreement ("Third LLC Agreement”) of Crimson. Pursuant to the terms of the Third LLC Agreement, the Grier Members' outstanding membership interests in Crimson were exchanged for 1,613,202 Class A-1 Units of Crimson, 2,436,000 Class A-2 Units of Crimson and 2,450,142 Class A- 3 Units of Crimson, which, as described below, may eventually be exchangeable for shares of the Company's common and preferred stock. Additionally, 495,000 Class C-1 Units (representing 49.50 percent of the voting interests under the Third LLC Agreement) were issued to the Company in exchange for the former Class C Units acquired from Carlyle and 505,000 Class C-1 Units (representing 50.50 percent of the voting interests under the Third LLC Agreement) were issued to the Grier Members, in exchange for the Class C Units held by Grier prior to the Crimson Transaction.

Under the Third LLC Agreement, the Company has the right to designate 2 of the 4 managers of Crimson, which shall initially be David J. Schulte, the Company's Chief Executive Officer and President, and Todd Banks, a member of the Company's Board of Directors. The Grier Members have the right to designate the other 2 managers, which shall initially be Mr. Grier and Larry Alexander, President of Crimson. All material business decisions and actions will require supermajority approval of the Crimson managers; provided, however, that Mr. Grier will make decisions regarding the day-to-day operations of the assets regulated by the CPUC. Change of control of the CPUC regulated assets is subject to the approval of the CPUC ("CPUC Approval"), which is expected to occur in the third quarter of 2021.

Upon CPUC Approval, the parties will enter into a Fourth Amended and Restated LLC Agreement of Crimson ("Fourth LLC Agreement"), which will, among other things, (i) give the Company control of Crimson and its assets, in connection with an

F-40



Table of Contents	Index to Financial Statements	Glossary of Defined Terms

anticipated further restructuring of the Company's asset ownership structure, and (ii) provide the Grier Members and certain management members the right to exchange their entire interest in Crimson for securities of the Company as follows:

~~SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT~~•Class A-1 Units will become exchangeable for up to 1,613,202 shares of a newly created Series C Preferred Stock of the Company ("Series C Preferred"), which may be converted by the holder into up to 1,716,172 of the Company’s depositary shares, each representing 1/100th of a share of the Company’s 7.375% Series A Cumulative Redeemable Preferred Stock ("Series A Preferred");

~~CorEnergy Infrastructure~~•Class A-2 Units will become exchangeable for up to 2,436,000 shares of a newly created Series B Preferred Stock of the Company ("Series B Preferred"), which will be convertible, following approval of the Company's existing stockholders in compliance with the rules of the NYSE, into up to 8,675,214 additional shares of a new non-listed Class B Common Stock of the Company ("Class B Common Stock"), with such conversion to occur automatically assuming stockholder approval is received; and

•Class A-3 Units will become exchangeable for up to 2,450,142 shares of the newly created Class B Common Stock.

Class B Common Stock will eventually be converted into the common stock of the Company ("Common Stock") on the occurrence of the earlier of the following: (i) the occurrence of the third anniversary of the closing date of the Crimson Transaction or (ii) the satisfaction of certain conditions related to an increase in the relative dividend rate of the Common Stock.

Prior to CPUC approval, the terms of the Third LLC Agreement provide the Grier Members the right to receive any distributions that the Company's Board of Directors determines would be payable if they held the shares of Class B Common Stock, Series B Preferred, and Series C Preferred, respectively. Following CPUC Approval, the terms of the Fourth LLC Agreement provide that such rights will continue until the Grier Members elect to exchange the Crimson units for the related securities of the Company. In addition, after CPUC Approval, certain Crimson units held by the Grier Members are expected to be transferred to other individuals currently managing Crimson (the "Management Members").

In connection with the Crimson Transaction, the Company entered into a Registration Rights Agreement with the Grier Members (the "Registration Rights Agreement").The Registration Rights Agreement, subject to the terms thereof, will require the Company to, among other things, file a resale shelf registration statement on behalf of the Grier Members upon demand by any such stockholder for the resale of the listed securities of the Company they may ultimately acquire upon conversion of any of the new securities issued pursuant to the Crimson Transaction, under the terms of such securities. The Management Members are expected to become a party to the Registration Rights Agreement in the future. The Registration Rights Agreement will also provide for certain demand rights and piggyback registration rights to in favor of the Grier Members or Management Members, subject to customary underwriter cutbacks. The Company has agreed to pay certain fees and expenses relating to registrations under the Registration Rights Agreement. The Registration Rights Agreement also restricts the transfer of any holder of outstanding shares of Class B Common Stock for one year from February 4, 2021, except to an affiliate of such holder for estate planning purposes.

As described in Note 3 ("Leased Properties And Leases"), a portion of the consideration paid to Carlyle pursuant to the MIPA was the transfer of the Company's interest in the GIGS asset. In connection with the disposition, the Company and Grand Isle Corridor entered into a Settlement Agreement with the EXXI Entities and terminated the Grand Isle Lease Agreement and Landlord Guaranty.

Internalization of the Manager

On February 4, 2021, the Company entered into a Contribution Agreement with Richard C. Green, Rick Kreul, Rebecca M. Sandring, Sean DeGon, Jeff Teeven, Jeffrey E. Fulmer, David J. Schulte (as Trustee of the DJS Trust under Trust Agreement dated July 18, 2016), and Campbell Hamilton, Inc., which is an entity controlled by David J. Schulte (collectively, the "Contributors"), and Corridor, the Company's external manager.

Consummation of the transactions contemplated in the Contribution Agreement will result in the Internalization of the management of the Company. Following the Internalization, the Company will own all material assets of Corridor currently used in the conduct of its business and will be managed by officers and employees who currently work for Corridor and who are expected to become employees of the Company as a result of the Internalization.

CONDENSED BALANCE SHEETS December 31, 2017 December 31, 2016
Assets
Leased property, net of accumulated depreciation of $927,838 and $743,458 $ 3,865,818
$ 4,050,198
Investments 479,840,250
451,603,448
Cash and cash equivalents 6,662,474
5,933,481
Due from subsidiary 7,302,678
9,770,878
Note receivable from subsidiary 83,250,000
128,244,591
Deferred costs, net of accumulated amortization of $226,342 and $1,240,297 2,255,425
1,548,255
Prepaid expenses and other assets 197,211
178,168
Total Assets $ 583,373,856
$ 601,329,019
Liabilities and Equity
Secured credit facilities, net —
80,527,408
Unsecured convertible senior notes, net of discount and debt issuance costs of $1,967,917 and $2,755,105 112,032,083
111,244,895
Accounts payable and other accrued liabilities 987,881
1,199,616
Management fees payable 1,748,426
1,735,024
Due to affiliate 153,640
153,640
Total Liabilities $ 114,922,030
$ 194,860,583
Equity
Series A Cumulative Redeemable Preferred Stock 7.375%, $130,000,000 and $56,250,000 liquidation preference ($2,500 per share, $0.001 par value), 10,000,000 authorized; 52,000 and 22,500 issued and outstanding at December 31, 2017 and December 31, 2016, respectively $ 130,000,000
$ 56,250,000
Capital stock, non-convertible, $0.001 par value; 11,915,830 and 11,886,216 shares issued and outstanding at December 31, 2017 and December 31, 2016 (100,000,000 shares authorized) 11,916
11,886
Additional paid-in capital 338,439,910
350,217,746
Accumulated other comprehensive loss —
(11,196 )
Total Equity 468,451,826
406,468,436
Total Liabilities and Equity $ 583,373,856
$ 601,329,019
See accompanying Schedule I Notes to Condensed Financial Statements.
In payment of the aggregate Internalization consideration (the "Internalization Consideration"), the Company will issue to the Contributors, on a pro rata basis (i) 1,153,846 shares of Common Stock, (ii) 683,761 shares of the newly created Class B Common Stock, and (iii) 170,213 depositary shares of Series A Preferred (collectively with the Common Stock and Class B Common Stock, the "REIT Stock").

F-41



Table of Contents	Index to Financial Statements	Glossary of Defined Terms

Contemporaneously with execution of the Contribution Agreement, the Company and Corridor entered into the First Amendment (the "First Amendment") to the Management Agreement dated as of May 8, 2015 (as amended, the "Management Agreement") that has the effect of (i) reducing the amount paid to Corridor until closing of the Internalization or termination of the Contribution Agreement and (ii) provides payment to Corridor to enable distribution of payments to employees of Corridor as approved by the independent directors of the Company and pending closing of the Contribution Agreement. The Contribution Agreement acknowledges the funding of the distribution of the payments by Corridor pursuant to the First Amendment in connection with closing of the Internalization.

~~SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT - CorEnergy Infrastructure~~At closing of the Internalization, the Company will enter into a registration rights agreement in substantially similar to the form of the Registration Rights Agreement entered into with the Grier Members.Notwithstanding any registration rights, and pursuant to the Contribution Agreement: (i) subject to certain exceptions to sell a number of shares to pay tax obligations in connection with the Internalization, neither Campbell Hamilton, Inc. nor David J. Schulte (as Trustee of the DJS Trust ~~Inc. -~~ ~~Continued~~under Trust Agreement dated July 18, 2016) will be permitted to sell or otherwise transfer any of the shares of Common Stock received in connection with the Internalization for a period of twelve months commencing on the closing date of the Internalization and (ii) no Contributor may sell or otherwise transfer any shares of Class B Common Stock issued to such party.

The Contribution Agreement can be terminated by the mutual agreement of the parties before or after stockholder approval and can be terminated by any party if the issuance of additional REIT Stock resulting from the Internalization is not approved by the Company's stockholders. If the Contribution Agreement is terminated, the existing Management Agreement and Administrative Agreement will revert to the previous revenue formula and otherwise remain in full force and effect.

CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME For the Years Ended December 31,
2017 2016 2015
Revenue
Lease revenue $ —
$ —
$ 638,243
Earnings from subsidiary 36,222,221
32,856,338
10,894,003
Total Revenue 36,222,221
32,856,338
11,532,246
Expenses
General and administrative 2,298,201
2,236,358
1,426,598
Depreciation expense 184,380
184,380
754,050
Amortization expense 5,316
5,316
5,316
Total Expenses 2,487,897
2,426,054
2,185,964
Operating Income $ 33,734,324
$ 30,430,284
$ 9,346,282
Other Income (Expense)
Net distributions and dividend income $ 96,866
$ 12,963
$ 13,542
Interest on loans to subsidiaries 11,549,344
11,705,465
9,294,537
Interest expense, net (11,451,944 ) (12,485,510 ) (6,334,450 )
Loss on extinguishment of debt (225,801 ) —
—
Total Other Income (Expense) (31,535 ) (767,082 ) 2,973,629
Net Income $ 33,702,789
$ 29,663,202
$ 12,319,911

Other comprehensive income:
Changes in fair value of qualifying hedges 11,196
(201,993 ) (262,505 )
Total Comprehensive Income $ 33,713,985
$ 29,461,209
$ 12,057,406
See accompanying Schedule I Notes to Condensed Financial Statements.
In connection with the Contribution Agreement, each Contributor has agreed that, for twenty-four months after closing, it will not compete with the Company or solicit its employees, subject to certain exceptions as forth in the Contribution Agreement.

David J. Schulte is the Company's Chief Executive Officer, Chairman and a member of the Company's Board of Directors, Rebecca M. Sandring and Jeff Fulmer are both executive officers of the Company, and Rick Kreul, Sean DeGon and Jeff Teeven are all officers of the Company or employees of the Manager. These individuals have interests in the Internalization that differ from those of our stockholders, as each will have a direct or indirect beneficial interest in a portion of the consideration received by the Contributors in the Internalization.

In light of the above relationships, the Company's Board of Directors formed a special committee comprised entirely of independent and disinterested directors (the "Special Committee") in connection with the Internalization. The Special Committee received a fairness opinion from Evercore, its independent financial advisor, that the consideration to be paid pursuant to the Contribution Agreement is fair, from a financial point of view, to the Company.

The Company will seek stockholder approval of the Internalization in compliance with the rules of the NYSE. The Contribution Agreement requires that the Internalization be approved at a meeting by the affirmative vote of at least a majority of the votes cast by the stockholders entitled to vote on the matter, other than the votes of shares held by any of the Contributors or their affiliates. Such approval will constitute approval of the issuance of the Company’s securities as required under Section 312.03(b) of the NYSE Listed Company Manual, which requires stockholder approval prior to the issuance of common stock, or securities exchangeable for common stock, in excess of one percent of the Company’s outstanding shares in a transaction with a related party.

F-42



Table of Contents	Index to Financial Statements	Glossary of Defined Terms

~~SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT - CorEnergy Infrastructure Trust, Inc. -~~ ~~Continued~~

CONDENSED STATEMENTS OF CASH FLOW For the Years Ended December 31,
2017 2016 2015
Net cash provided by (used in) operating activities $ 1,661,123
$ (3,141,286 ) $ 7,166,380
Investing Activities
Proceeds from sale of leased property held for sale —
—
7,678,246
Issuance of note to subsidiary —
(47,414,250 ) —
Principal payments received from notes to subsidiaries 40,092,095
11,899,659
2,570,000
Investment in consolidated subsidiaries (33,900,000 ) —
(250,703,944 )
Cash distributions from consolidated subsidiaries 46,774,111
39,139,897
23,392,442
Net cash provided by (used in) investing activities $ 52,966,206
$ 3,625,306
$ (217,063,256 )
Financing Activities
Debt financing costs (1,360,241 ) (193,000 ) (1,439,929 )
Net offering proceeds on Series A preferred stock 71,161,531
—
54,210,476
Net offering proceeds on common stock —
—
73,184,679
Net offering proceeds on convertible debt —
—
111,262,500
Repurchases of common stock —
(2,041,851 ) —
Repurchases of convertible debt —
(899,960 ) —
Dividends paid on Series A preferred stock (8,227,734 ) (4,148,437 ) (3,503,125 )
Dividends paid on common stock (34,731,892 ) (34,896,727 ) (28,528,224 )
Advances on revolving line of credit 10,000,000
44,000,000
42,000,000
Payments on revolving line of credit (54,000,000 ) —
(74,000,000 )
Proceeds from term debt —
—
45,000,000
Principal payments on term debt (36,740,000 ) (6,460,000 ) (1,800,000 )
Net cash provided by (used in) financing activities $ (53,898,336 ) $ (4,639,975 ) $ 216,386,377
Net Change in Cash and Cash Equivalents $ 728,993
$ (4,155,955 ) $ 6,489,501
Cash and Cash Equivalents at beginning of period 5,933,481
10,089,436
3,599,935
Cash and Cash Equivalents at end of period $ 6,662,474
$ 5,933,481
$ 10,089,436

Supplemental Disclosure of Cash Flow Information
Interest Paid $ 10,080,764
$ 11,335,654
$ 5,254,591
Income taxes paid (net of refunds) —
—
314,728
Non-Cash Investing Activities
Conversion of note receivable from subsidiary to investments 4,902,495
—
—
Non-Cash Financing Activities
Change in accounts payable and accrued expenses related to the issuance of equity —
—
(72,685 )
Change in accounts payable and accrued expenses related to debt financing costs —
—
(30,607 )
Reinvestment of distributions by common stockholders in additional common shares 962,308
815,889
817,915
See accompanying Schedule I Notes to Condensed Financial Statements.

~~NOTES TO SCHEDULE I CONDENSED FINANCIAL STATEMENTS~~

~~NOTE A - BASIS OF PRESENTATION~~

In the parent-company-only financial statements, the Company's investment in subsidiaries is stated at cost plus equity in undistributed earnings of subsidiaries since the date of acquisition. The parent-company-only financial statements should be read in conjunction with the Company's consolidated financial statements.

~~NOTE B - DIVIDENDS FROM SUBSIDIARIES~~

~~Cash dividends paid to CorEnergy Infrastructure Trust, Inc. from the Company's consolidated subsidiaries were~~ ~~$46.8 million~~, ~~$39.1 million and $23.4 million for the years ended December 31, 2017, 2016 and 2015, respectively.~~



~~Table of Contents~~	~~Index to Financial Statements~~	~~Glossary of Defined Terms~~

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION - CorEnergy Infrastructure Trust, Inc.

Initial Cost to Company Costs Capitalized Subsequent to Acquisition Gross Amount Carried at Close of Period 12/31/17
Description Location Encumbrances Land Building & Fixtures
Improvements / Adjustments ⁽⁴⁾
Land Building & Fixtures Total Accumulated Depreciation Investment in Real Estate, net, at 12/31/17 Date Acquired Life on which depreciation in latest income statement is computed
Pinedale LGS (1)(6) Pinedale, WY $ 41,000,000
$ 105,485,063
$ 125,119,062
$ —
$ 105,485,063
$ 125,119,062
$ 230,604,125
$ 44,632,098
$ 185,972,027
2012 26 years
Portland Terminal Facility(2)(5)
Portland, OR —
13,700,000
27,961,956
10,000,000
13,700,000
37,961,956
51,661,956
4,744,350
46,917,606
2014 30 years
United Property Systems (5) St. Louis, MO —
210,000
1,188,000
75,022
210,000
1,263,022
1,473,022
101,434
1,371,588
2014 40 years
Grand Isle Gathering System(3)(4)(5)
Gulf of Mexico —
960,000
258,471,397
(5,058,280 ) 960,000
253,413,117
254,373,117
22,677,871
231,695,246
2015 27 years
$ 41,000,000
$ 120,355,063
$ 412,740,415
$ 5,016,742
$ 120,355,063
$ 417,757,157
$ 538,112,220
$ 72,155,753
$ 465,956,467

(1) In connection with the asset acquisition, CorEnergy and Pinedale LP incurred acquisition costs of $2,557,910, which are included in the total asset balance.
(2) In connection with the asset acquisition, LCP Oregon Holdings incurred acquisition costs of $1,777,956, which are included in the total asset balance.
(3) In connection with the asset acquisition, Grand Isle Gathering System incurred acquisition costs of $1,931,396, which are included in the total asset balance.
(4) Initial costs associated with the GIGS asset include amounts capitalized related to an acquired asset retirement obligation (ARO). The negative subsequent adjustment relates to downward revisions of the ARO based on periodic reevaluation as required under FASB ASC 410-20.
(5) These 3 properties serve as collateral under the CorEnergy Credit Facility. There are no amounts outstanding on the credit facility as of December 31, 2017.
(6) The amount outstanding for the Amended Pinedale Term Credit Facility is $41,000,000, which was refinanced with Prudential on December 29, 2017.


				Initial Cost to Company				Costs Capitalized Subsequent to Acquisition		Gross Amount Carried at Close of Period December 31, 2020
Description	Location	Encumbrances		Land		Building & Fixtures		Improvements / Adjustments		Land		Building & Fixtures		Total		Accumulated Depreciation		Investment in Real Estate, net, at 12/31/20		Date Acquired	Life on which depreciation in latest income statement is computed
United Property Systems (3)	St. Louis, MO	$	0	$	210,000	$	1,188,000	$	128,026	$	210,000	$	1,316,026	$	1,526,026	$	216,951	$	1,309,075	2014	40 years
Grand Isle Gathering System (1)(2)(3)	Gulf of Mexico	0		960,000		258,471,397		(189,187,246)		1,040,000		69,204,151		70,244,151		6,615,216		63,628,935		2015	15 years
		$	0	$	1,170,000	$	259,659,397	$	(189,059,220)	$	1,250,000	$	70,520,177	$	71,770,177	$	6,832,167	$	64,938,010
(1) In connection with the asset acquisition, Grand Isle Gathering System incurred acquisition costs of $1,931,396, of which 494,361 remain in the total asset balance post-impairment. Refer to Note 3 ("Leased Properties and Leases) for further details.
(2) The negative subsequent adjustment relates to (i) the impairment of the Grand Isle Gathering System during 2020, (ii) downward revisions of the ARO based on periodic reevaluation as required under FASB ASC 410-20 and (iii) the settlement of a portion of the ARO when a segment of the GIGS pipeline system was decommissioned during the fourth quarter of 2018.
(3) These 2 properties serve as collateral under the CorEnergy Credit Facility. There are 0 amounts outstanding on the credit facility as of December 31, 2020. Further, the CorEnergy Credit Facility was terminated on February 4, 2021. Refer to Note 11 ("Debt") for further details.

NOTES TO SCHEDULE III - CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION

Reconciliation of Real Estate and Accumulated Depreciation


	For the Years Ended December 31,										For the Years Ended December 31,
	2017			2016			2015				2020		2019		2018
Investment in real estate:										Investment in real estate:
Balance, beginning of year	$	541,478,086		$	543,095,478		$	293,823,903		Balance, beginning of year	$	485,037,215	$	485,368,450	$	538,112,220
Addition: Acquisitions and developments	9,649			65,371			263,398,424
Deduction: Dispositions and other⁽¹⁾	(3,375,515		)	(1,682,763		)	(14,126,849		)
Addition: Acquisitions and developments(1)										Addition: Acquisitions and developments(1)	361,196		24,877		3,599
Deduction: Dispositions and other(2)(3)(4)(5)										Deduction: Dispositions and other(2)(3)(4)(5)	(413,628,234)		(356,112)		(52,747,369)
Balance, end of year	$	538,112,220		$	541,478,086		$	543,095,478		Balance, end of year	$	71,770,177	$	485,037,215	$	485,368,450
Accumulated depreciation:										Accumulated depreciation:
Balance, beginning of year	$	52,219,717		$	33,869,263		$	25,295,958		Balance, beginning of year	$	105,825,816	$	87,154,095	$	72,155,753
Addition: Depreciation	19,936,036			18,350,454			15,021,908			Addition: Depreciation	9,748,659		18,671,721		20,986,461
Deduction: Dispositions and other	—			—			(6,448,603		)
Deduction: Dispositions and other(2)(3)(4)										Deduction: Dispositions and other(2)(3)(4)	(108,742,308)		0		(5,988,119)
Balance, end of year	$	72,155,753		$	52,219,717		$	33,869,263		Balance, end of year	$	6,832,167	$	105,825,816	$	87,154,095
(1) The Grand Isle Gathering System had a change in estimate related to the ARO in 2017 and 2016.
(1) Includes a change in estimate related to the ARO for the Grand Isle Gathering System in 2020. Refer to Note 12 ("Asset Retirement Obligation") for further details.										(1) Includes a change in estimate related to the ARO for the Grand Isle Gathering System in 2020. Refer to Note 12 ("Asset Retirement Obligation") for further details.
(2) On March 31, 2020, the Company recognized a long-lived asset impairment for the Grand Isle Gathering System of $140.3 million (i.e. gross investment of $183.0 million less accumulated depreciation of $42.7 million). Refer to Note 3 ("Leased Properties and Leases") for further details.										(2) On March 31, 2020, the Company recognized a long-lived asset impairment for the Grand Isle Gathering System of $140.3 million (i.e. gross investment of $183.0 million less accumulated depreciation of $42.7 million). Refer to Note 3 ("Leased Properties and Leases") for further details.
(3) On June 30, 2020, the Company sold the Pinedale LGS with a net carrying value of $164.5 million (i.e. gross investment of $230.6 million less accumulated depreciation of $66.1 million). Refer to Note 3 ("Leased Properties and Leases") for further details.										(3) On June 30, 2020, the Company sold the Pinedale LGS with a net carrying value of $164.5 million (i.e. gross investment of $230.6 million less accumulated depreciation of $66.1 million). Refer to Note 3 ("Leased Properties and Leases") for further details.
(4) On December 21, 2018, the Company sold its Portland Terminal Facility with a net carrying value of $45.7 million (i.e. gross investment of $51.7 million less accumulated depreciation of $6.0 million). Refer to Note 3 ("Leased Properties and Leases") for further details.										(4) On December 21, 2018, the Company sold its Portland Terminal Facility with a net carrying value of $45.7 million (i.e. gross investment of $51.7 million less accumulated depreciation of $6.0 million). Refer to Note 3 ("Leased Properties and Leases") for further details.
(5) Includes a change in estimate related to the ARO for the Grand Isle Gathering System in 2019 and 2018. Refer to Note 12 ("Asset Retirement Obligation") for further details.										(5) Includes a change in estimate related to the ARO for the Grand Isle Gathering System in 2019 and 2018. Refer to Note 12 ("Asset Retirement Obligation") for further details.

The aggregate cost of the properties is approximately ~~$2.6~~$131.8 million ~~lower~~higher for federal income tax purposes at December 31, ~~2017.~~2020. The higher aggregate cost of properties for federal income tax purposes is primarily due to an impairment recorded on the GIGS asset for U.S. GAAP purposes. Refer to Note 3 ("Leased Properties And Leases") for further details. The tax basis of the properties is unaudited.

F-43



Table of Contents	Index to Financial Statements	Glossary of Defined Terms

SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE - CorEnergy Infrastructure Trust, Inc.


Description	Interest Rate	Final Maturity	Monthly Payment Amount ⁽²⁾		Prior Liens	Face Value		Carrying Amount of Mortgage			Principal Amount of Loans Subject to Delinquent Principal or Interest		Description	Interest Rate(1)	Final Maturity	Monthly Payment Amount(2)		Prior Liens	Face Value		Carrying Amount of Mortgage		Principal Amount of Loans Subject to Delinquent Principal or Interest
First Mortgages													First Mortgages
Billings, Dunn and McKenzie Counties, North Dakota (Morlock Well)	10.00%	6/30/2026	$	33,333	None	$	4,000,000	$	1,500,000	(1)	$	4,000,000
Second Mortgages

Billings, Dunn and McKenzie Counties, North Dakota (Morlock Well)	13.00%	12/31/2024	$	10,833	None	1,000,000		—		(1)	1,000,000		Billings, Dunn and McKenzie Counties, North Dakota (Morlock Well)	8.50%	11/30/2024	$	10,833	None	$	1,300,000	$	1,209,736	$	0
						$	5,000,000	$	1,500,000		$	5,000,000
(1) Due to decreased economic activity, a provision for loan loss was recorded for these loans. See Note 4 ("Financing Notes Receivable") for further information.
(2) Loans currently in forbearance period and on non-accrual status.

Total													Total						$	1,300,000	$	1,209,736	$	0
(1) The interest rate is 8.50% through May 31, 2021 and increases to 12.00% on June 1, 2021 through maturity.													(1) The interest rate is 8.50% through May 31, 2021 and increases to 12.00% on June 1, 2021 through maturity.
(2) During 2020, the monthly principal payment was $10,833 through April 30, 2020 and interest only through the remainder of the year. The monthly principal payment is $10,833 from January 31, 2021 through May 31, 2021, $16,250 from June 30, 2021 through May 31, 2022, $24,375 from June 30, 2022 through May 31, 2023, $35,509 from June 30, 2023 through October 30, 2024 and $46,347 upon maturity on November 30, 2024.													(2) During 2020, the monthly principal payment was $10,833 through April 30, 2020 and interest only through the remainder of the year. The monthly principal payment is $10,833 from January 31, 2021 through May 31, 2021, $16,250 from June 30, 2021 through May 31, 2022, $24,375 from June 30, 2022 through May 31, 2023, $35,509 from June 30, 2023 through October 30, 2024 and $46,347 upon maturity on November 30, 2024.

NOTES TO SCHEDULE IV - CONSOLIDATED MORTGAGE LOANS ON REAL ESTATE

Reconciliation of Mortgage Loans on Real Estate


	For the Years Ended December 31,
	2020		2019		2018
Beginning balance	$	1,235,000	$	1,300,000	$	1,500,000
Additions:
New loans	0		0		0

Interest receivable	18,069		0		0
Total Additions	$	18,069	$	0	$	0
Deductions:
Principal repayments(1)	$	43,333	$	65,000	$	236,867
Foreclosures	0		0		0
Amortization of deferred costs	0		0		0
Principal, Interest and Deferred Costs Write Up(1)	0		0		(36,867)
Total deductions	$	43,333	$	65,000	$	200,000
Ending balance	$	1,209,736	$	1,235,000	$	1,300,000
(1) In 2018, Four Wood Corridor and Compass SWD executed a $1.3 million loan agreement and Compass SWD paid approximately $237 thousand in cash for assets secured by the previous $1.5 million loans. As a result, SWD Enterprises was released from the terms of its loans, and the Company recognized a provision for loan gain of $37 thousand in the Consolidated Statements of Operations. Refer to Note 5 ("Financing Notes Receivable") for further details.

F-44

For the Years Ended December 31,
2017 2016 2015
Beginning balance $ 1,500,000
$ 6,877,021
$ 20,435,170
Additions:
New loans —
100,000
—
Net deferred costs —
—
(8,211 )
Interest receivable ⁽¹⁾
—
(95,114 ) 302,395
Total Additions $ —
$ 4,886
$ 294,184
Deductions:
Principal repayments $ —
$ —
$ 100,000
Foreclosures —
1,857,000
—
Amortization of deferred costs —
(2,025 ) (6,804 )
Principal, Interest and Deferred Costs Write Down ⁽²⁾
—
3,526,932
13,759,137
Total deductions $ —
$ 5,381,907
$ 13,852,333
Ending balance $ 1,500,000
$ 1,500,000
$ 6,877,021
(1) In 2016, $100 thousand of interest receivable on the SWD Enterprises REIT note was converted to principal.
(2) For 2016, the amount of provision for loan loss on the income statement also includes (a) $656 thousand of loan losses not related to mortgage loans and (b) $832 thousand of losses associated with the foreclosure and sale of Black Bison. For 2015, the amount of provision for loan loss on the Income Statement includes $25 thousand that relates to a write down of a prepaid asset relating to the Black Bison loans.



Table of Contents	Index to Financial Statements	Glossary of Defined Terms

ITEM 16. FORM 10-K SUMMARY

None.



~~Table of Contents~~	~~Index to Financial Statements~~	~~Glossary of Defined Terms~~

CORENERGY INFRASTRUCTURE TRUST, INC.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.


CORENERGY INFRASTRUCTURE TRUST, INC.
						(Registrant)

By:						/s/ Robert L. Waldron
						Robert L. Waldron
						Chief Financial Officer (Principal Financial Officer)


~~CORENERGY INFRASTRUCTURE TRUST, INC.~~
						~~(Registrant)~~

~~By:~~						~~/s/ Nathan L. Poundstone~~
						~~Nathan L. Poundstone~~
						~~Chief Accounting Officer (Principal Accounting and Principal Financial Officer)~~

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


SIGNATURE					TITLE		DATE
/s/ David J. Schulte					Chairman and Chief Executive Officer (Principal Executive Officer)		March 4, 2021
David J. Schulte

~~SIGNATURE~~/s/ Robert L. Waldron					~~TITLE~~Chief Financial Officer (Principal Financial Officer)		~~DATE~~March 4, 2021
~~/s/ Richard C. Green~~Robert L. Waldron					~~Executive Chairman of the Board~~		~~February 28, 2018~~
~~Richard C. Green~~

/s/ ~~David J. Schulte~~Kristin M. Leitze			~~Chief Executive Officer and Director (Principal Executive Officer)~~			~~February 28, 2018~~
~~David J. Schulte~~

~~/s/ Nathan L. Poundstone~~	Chief Accounting Officer (Principal Accounting ~~and Principal Financial~~ Officer)	~~February 28, 2018~~March 4, 2021
~~Nathan L. Poundstone~~Kristin M. Leitze

/s/ Todd Banks					Director		~~February 28, 2018~~March 4, 2021
Todd Banks

~~/s/ Barrett Brady~~			~~Director~~	~~February 28, 2018~~
~~Barrett Brady~~

/s/ Conrad S. Ciccotello			Director			~~February 28, 2018~~March 4, 2021
Conrad S. Ciccotello

/s/ ~~Charles E. Heath~~John D. Grier					Director		~~February 28, 2018~~March 4, 2021
~~Charles E. Heath~~John D. Grier

/s/ Catherine A. Lewis					Director		~~February 28, 2018~~March 4, 2021
Catherine A. Lewis

~~F-42~~

F-45



Maryland						20-3431375
(State or other jurisdiction of incorporation or organization)						(IRS Employer Identification No.)



1100 Walnut, Ste. 3350 Kansas City, MO						64106
(Address of Principal Executive Offices)						(Zip Code)



	Price Range				Cash Dividend per Share
	High		Low		Cash Dividend per Share
2017
First quarter	$	37.00	$	31.45	$	0.7500
Second quarter	37.25		32.71		0.7500
Third quarter	36.62		31.50		0.7500
Fourth quarter	38.90		34.51		0.7500
2016
First quarter	$	20.24	$	10.90	$	0.7500
Second quarter	29.18		18.22		0.7500
Third quarter	32.28		27.10		0.7500
Fourth quarter	36.04		23.21		0.7500


	Cumulative Value of $100 Investment, through December 31,													Cumulative Value of $100 Investment, through December 31,
	2012		2013		2014		2015		2016		2017			2015		2016		2017		2018		2019		2020
CorEnergy Infrastructure Trust, Inc.	$	100.00	$	124.53	$	121.47	$	61.01	$	165.17	$	197.08	CorEnergy Infrastructure Trust, Inc.	$	100.00	$	294.92	$	363.36	$	324.54	$	478.90	$	74.90
FTSE NAREIT All Equity REIT Index	100.00		102.86		131.69		135.41		147.42		160.20		FTSE NAREIT All Equity REIT Index	100.00		109.43		120.95		111.55		149.71		155.65
Dow Jones Utilities Average Index	100.00		112.69		147.23		142.71		168.66		191.17		Dow Jones Utilities Average Index	100.00		116.24		130.08		126.72		164.36		182.02
S&P Global Infrastructure Index	100.00		114.99		130.27		115.30		129.62		155.69		S&P Global Infrastructure Index	100.00		112.08		134.42		118.97		151.29		150.45
Alerian MLP Index	100.00		127.59		133.72		90.14		106.64		99.69		Alerian MLP Index	100.00		125.91		120.73		100.94		112.08		81.00


	As of December 31,
	2020		2019		2018		2017		2016
Balance sheet data
Total assets	$	284,953,178	$	651,455,794	$	624,883,180	$	633,418,113	$	650,732,571
Current debt maturities	—		5,612,178		3,528,000		3,528,000		7,128,556
Long-term debt	115,008,130		146,497,248		146,510,380		149,249,437		193,504,324
CorEnergy equity - Preferred	125,270,350		125,493,175		125,555,675		130,000,000		56,250,000
CorEnergy equity - Common	24,129,477		351,246,264		329,455,630		331,785,632		350,218,436



x☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



(816) 875-3705
(Registrant's telephone number, including area code)


Table of Contents			GLOSSARY OF DEFINED TERMS (Continued from previous page)



~~Table of Contents~~	~~GLOSSARY OF DEFINED TERMS~~ (~~Continued from previous page~~)


Book Value Per Common Share	Book Value Per Common Share						Book Value Per Common Share
Analysis of Equity	December 31, 2017			December 31, 2016			Analysis of Equity	December 31, 2020		December 31, 2019
Series A Cumulative Redeemable Preferred Stock 7.375%, $130,000,000 and $56,250,000 liquidation preference ($2,500 per share, $0.001 par value), 10,000,000 authorized; 52,000 and 22,500 issued and outstanding at December 31, 2017 and December 31, 2016, respectively	$	130,000,000		$	56,250,000
Capital stock, non-convertible, $0.001 par value; 11,915,830 and 11,886,216 shares issued and outstanding at December 31, 2017 and December 31, 2016 (100,000,000 shares authorized)	11,916			11,886
Series A Cumulative Redeemable Preferred Stock 7.375%, $125,270,350 and $125,493,175 liquidation preference ($2,500 per share, $0.001 par value), 10,000,000 authorized; 50,108 and 50,197 issued and outstanding at December 31, 2020 and December 31, 2019, respectively							Series A Cumulative Redeemable Preferred Stock 7.375%, $125,270,350 and $125,493,175 liquidation preference ($2,500 per share, $0.001 par value), 10,000,000 authorized; 50,108 and 50,197 issued and outstanding at December 31, 2020 and December 31, 2019, respectively	$	125,270,350	$	125,493,175
Capital stock, non-convertible, $0.001 par value; 13,651,521 and 13,638,916 shares issued and outstanding at December 31, 2020 and December 31, 2019 (100,000,000 shares authorized)							Capital stock, non-convertible, $0.001 par value; 13,651,521 and 13,638,916 shares issued and outstanding at December 31, 2020 and December 31, 2019 (100,000,000 shares authorized)	13,652		13,639
Additional paid-in capital	331,773,716			350,217,746			Additional paid-in capital	339,742,380		360,844,497
Accumulated other comprehensive loss	—			(11,196		)
Retained deficit							Retained deficit	(315,626,555)		(9,611,872)

Total CorEnergy Stockholders' Equity	$	461,785,632		$	406,468,436		Total CorEnergy Stockholders' Equity	$	149,399,827	$	476,739,439
Subtract: 7.375% Series A Preferred Stock	(130,000,000		)	(56,250,000		)	Subtract: 7.375% Series A Preferred Stock	(125,270,350)		(125,493,175)
Total CorEnergy Common Equity	$	331,785,632		$	350,218,436		Total CorEnergy Common Equity	$	24,129,477	$	351,246,264
Common shares outstanding	11,915,830			11,886,216			Common shares outstanding	13,651,521		13,638,916
Book Value per Common Share	$	27.84		$	29.46		Book Value per Common Share	$	1.77	$	25.75



NAREIT FFO, FFO Adjusted for Securities Investment, and AFFO Reconciliation
	For the Fiscal 2017 Quarters Ended
	March 31			June 30		September 30		December 31
Net Income attributable to CorEnergy Stockholders	$	7,669,478		$	9,000,172	$	9,177,284	$	6,755,855
Less:
Preferred Dividend Requirements	1,037,109			2,123,129		2,396,875		2,396,875
Net Income attributable to Common Stockholders	$	6,632,369		$	6,877,043	$	6,780,409	$	4,358,980
Add:
Depreciation	5,822,296			5,822,383		5,823,777		5,824,257
Less:
Non-Controlling Interest attributable to NAREIT FFO reconciling items	411,455			411,455		411,455		398,182
NAREIT funds from operations (NAREIT FFO)	$	12,043,210		$	12,287,971	$	12,192,731	$	9,785,055
Add:
Distributions received from investment securities	223,166			252,213		242,412		231,855
Income tax expense (benefit) from investment securities	(195,760		)	310,622		589,125		296,097
Less:
Net distributions and dividend income	43,462			221,440		213,040		202,149
Net realized and unrealized gain (loss) on other equity securities	(544,208		)	614,634		1,340,197		121,204
Funds from operations adjusted for securities investments (FFO)	$	12,571,362		$	12,014,732	$	11,471,031	$	9,989,654
Add:
Loss of extinguishment of debt	—			—		234,433		102,500
Transaction costs	258,782			211,269		35,822		86,195
Amortization of debt issuance costs	468,871			468,871		382,745		340,694
Amortization of deferred lease costs	22,983			22,983		22,983		22,983
Accretion of asset retirement obligation	160,629			160,629		170,904		170,903
Non-cash (gain) loss associated with derivative instruments	(27,072		)	10,619		29,608		20,608
Less:
Non-cash settlement of accounts payable	—			171,609		50,000		—
Income tax (expense) benefit	136,846			214,887		397,554		(2,094,521		)
Non-Controlling Interest attributable to AFFO reconciling items	3,351			3,358		3,366		3,079
Adjusted funds from operations (AFFO)	$	13,315,358		$	12,499,249	$	11,896,606	$	12,824,979

Weighted Average Shares of Common Stock Outstanding:
Basic	11,888,681			11,896,616		11,904,933		11,911,534
Diluted	15,343,226			15,351,161		15,359,479		15,366,080
NAREIT FFO attributable to Common Stockholders
Basic	$	1.01		$	1.03	$	1.02	$	0.82
Diluted ⁽¹⁾	$	0.93		$	0.94	$	0.94	$	0.78
FFO attributable to Common Stockholders
Basic	$	1.06		$	1.01	$	0.96	$	0.84
Diluted ⁽¹⁾	$	0.96		$	0.93	$	0.89	$	0.79
AFFO attributable to Common Stockholders
Basic	$	1.12		$	1.05	$	1.00	$	1.08
Diluted ⁽²⁾	$	1.00		$	0.94	$	0.90	$	0.96
(1) Diluted per share calculations include dilutive adjustments for convertible note interest expense, discount amortization and deferred debt issuance amortization.
(2) Diluted per share calculations include a dilutive adjustment for convertible note interest expense.



	As a Percentage of ⁽¹⁾
	Leased Properties				Lease Revenues
	As of December 31,				For the Years Ended December 31,
	2017		2016		2017		2016		2015
Pinedale LGS	39.9	%	39.8	%	31.2	%	30.4	%	42.9	%
Grand Isle Gathering System	49.7	%	50.0	%	59.1	%	59.8	%	42.3	%
Portland Terminal Facility	10.1	%	9.9	%	9.6	%	9.7	%	13.3	%
(1) Insignificant leases are not presented; thus percentages may not sum to 100%.


Exhibit No.		Description of Document

~~Exhibit No.~~2.1.1		~~Description of Document~~ Membership Interest Purchase Agreement dated February 4, 2021, by and among CorEnergy Infrastructure Trust, Inc., Crimson Midstream Holdings, LLC, CGI Crimson Holdings, L.L.C., and John D. Grier (incorporated by reference to the Registrant's Form 8-K, filed February 10, 2021).
2.1.2		First Amendment to Membership Purchase Agreement dated March 3, 2021 by and among CorEnergy Infrastructure Trust, Inc., Crimson Midstream Holdings, LLC, CGI Crimson Holdings, L.L.C., and John D. Grier - filed herewith
~~3.1~~2.2		Contribution Agreement dated February 4, 2021, by and among CorEnergy Infrastructure Trust, Inc., Richard C. Green, Rick Kreul, Rebecca M. Sandring, Sean DeGon, Jeff Teeven, Jeffrey E. Fulmer, David J. Schulte (as Trustee of the DJS Trust under Trust Agreement dated July 18, 2016), and Campbell Hamilton, Inc. (incorporated by reference to the Registrant's Form 8-K, filed February 10, 2021).
3.1		Articles of Amendment and Restatement of CorEnergy Infrastructure Trust, Inc., as amended (incorporated by reference to the Registrant's Annual Report on Form 10-K, for the year ended December 31, 2015, filed March 14, 2016).
3.2		Third Amended and Restated Bylaws (incorporated by reference to the Registrant's current report on Form 8-K, filed August 7, 2017).
3.3		Articles Supplementary, dated January 22, 2015, Establishing and Fixing the Rights and Preferences of the Registrant’s 7.375% Series A Cumulative Redeemable Preferred Stock (incorporated by reference to the Registrant's Form 8-A, filed January 26, 2015).
3.4		Articles Supplementary, dated April 12, 2017, Establishing and Fixing the Rights and Preferences of Additional Shares of the Registrant’s 7.375% Series A Cumulative Redeemable Preferred Stock (incorporated by reference to the Registrant's current report on Form 8-K, filed April 18, 2017).
~~4.1~~3.5		Articles Supplementary, dated February 4, 2021, Establishing and Fixing the Rights and Preferences of Additional Shares of the Registrant's Class B Common Stock (incorporated by reference to the Registrant's Form 8-K, filed February 10, 2021).
3.6		Articles Supplementary, dated February 4, 2021, Establishing and Fixing the Rights and Preferences of Additional Shares of the Registrant's Series B Preferred Stock (incorporated by reference to the Registrant's Form 8-K, filed February 10, 2021).
3.7		Articles Supplementary, dated February 4, 2021, Establishing and Fixing the Rights and Preferences of Additional Shares of the Registrant's Series C Preferred Stock (incorporated by reference to the Registrant's Form 8-K, filed February 10 , 2021 ).
4.1		Form of Stock Certificate for Common Stock of CorEnergy Infrastructure Trust, Inc. (incorporated by reference to the Registrant's current report on Form 8-K, filed January 14, 2014 (the first Form 8-K filing on such date)).
4.2		Form of Certificate of CorEnergy Infrastructure Trust, Inc.'s 7.375% Series A Cumulative Redeemable Preferred Stock (incorporated by reference to the Registrant's Form 8-A, filed January 26, 2015).
~~4.3.1~~4.3		~~Base~~ Indenture relating to the 5.875% Convertible Senior Note due 2025, dated as of ~~June 29, 2015,~~August 12, 2019 between CorEnergy Infrastructure Trust, Inc. and ~~Computershare Trust Company, N.A.~~U.S. Bank National Association, including the Form of Global Notes attached thereto as Exhibit A (incorporated by reference to the Registrant's current report on Form 8-K, filed ~~June 29, 2015)~~August 12, 2019).
~~4.3.2~~4.4		~~First Supplemental Indenture, dated as~~Description of ~~June 29, 2015, between CorEnergy Infrastructure Trust, Inc. and Computershare Trust Company, N.A.~~Securities (incorporated by reference to the Registrant's ~~current report~~Annual Report on Form ~~8-K,~~10-K for the year ended December 31, 2019, filed ~~June 29, 2015)~~on February 27, 2020).
~~4.4~~10.1.1		~~Global note evidencing the 7.00% Convertible Notes due 2020 (incorporated by reference to the Registrant's current report on Form 8-K, filed June 29, 2015).~~
~~10.1~~	Dividend Reinvestment Plan (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended August 31, 2007 and filed on October 12, 2007).
~~10.2.1~~10.1.2		Amendment No. 1 to Dividend Reinvestment Plan (incorporated by reference to the Registrant's current report on Form 8-K, filed on April 24, 2019).
10.2.1		Management Agreement dated April 30, 2014, effective January 1, 2014, between Corridor InfraTrust Management, LLC and CorEnergy Infrastructure Trust, Inc. (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed May 12, 2014).
10.2.2		Management Agreement dated May 8, 2015, effective May 1, 2015 between Corridor InfraTrust Management, LLC and CorEnergy Infrastructure Trust, Inc. (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed May 11, 2015).
10.2.3		Letter Agreement, dated November 9, 2015 and effective as of September 30, 2015, concerning Management Fee for September 30, 2015 under Management Agreement, dated May 8, 2015 and effective as of May 1, 2015, between Corridor InfraTrust Management, LLC and CorEnergy Infrastructure Trust, Inc. (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed November 10, 2015).
~~10.2.4~~	Letter Agreement, dated February 24, 2016 and effective as of December 31, 2015, concerning Incentive Fee for December 31, 2015 under Management Agreement, dated May 8, 2015 and effective as of May 1, 2015, between Corridor InfraTrust Management, LLC and CorEnergy Infrastructure Trust, Inc. (incorporated by reference to the Registrant's Annual Report on Form 10-K, for the year ended December 31, 2015, filed March 14, 2016).
~~10.2.5~~	Letter Agreement, dated May 9, 2016, concerning Management Fee for March 31, 2016 under Management Agreement, dated May 8, 2015 and effective as of May 1, 2015, between Corridor InfraTrust Management, LLC and CorEnergy Infrastructure Trust, Inc. (incorporated by reference from the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, filed May 10, 2016).


10.2.4			Letter Agreement, dated ~~June 30, 2016,~~March 31, 2019, concerning Incentive Fee for ~~June 30, 2016~~March 31, 2019 under Management Agreement, dated May 8, 2015 and effective as of May 1, 2015, between Corridor InfraTrust Management, LLC and CorEnergy Infrastructure Trust, Inc. (incorporated by reference ~~from~~to the Registrant's Quarterly Report on Form 10-Q, for the quarter ended March 31, 2019, filed May 2, 2019).
10.2.5			Letter Agreement, dated June 30, 2019, concerning Incentive Fee for June 30, 2019 under Management Agreement, dated May 8, 2015 and effective as of May 1, 2015, between Corridor InfraTrust Management, LLC and CorEnergy Infrastructure Trust, Inc. (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q, for the quarter ended June 30, ~~2016,~~2019, filed August ~~9, 2016)~~1, 2019).


10.2.6		Letter Agreement, dated September 30, 2019, concerning Incentive Fee for September 30, 2019 under Management Agreement, dated May 8, 2015 and effective as of May 1, 2015, between Corridor InfraTrust Management, LLC and CorEnergy Infrastructure Trust, Inc. (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q, for the quarter ended September 30, 2019, filed October 31, 2019).
10.2.7	~~Table~~Letter Agreement, dated September 30, 2019, concerning Management Fee for September 30, 2019 under Management Agreement, dated May 8, 2015 and effective as of ~~Contents~~May 1, 2015, between Corridor InfraTrust Management, LLC and CorEnergy Infrastructure Trust, Inc. (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q, for the quarter ended September 30, 2019, filed October 31, 2019).		~~Glossary of Defined Terms~~



~~10.2.7~~10.2.8	Letter Agreement, dated December 31, ~~2016,~~2019, concerning Incentive Fee for December 31, ~~2016~~2019 under Management Agreement, dated May 8, 2015 and effective as of May 1, 2015, between Corridor InfraTrust Management, LLC and CorEnergy Infrastructure Trust, Inc. (incorporated by reference to the Registrant's Annual Report on Form 10-K, for the year ended December 31, ~~2016,~~2019, filed ~~March 2, 2017)~~February 27, 2020).
~~10.2.8~~10.2.9		Letter Agreement, dated ~~March~~December 31, ~~2017,~~2019, concerning ~~Incentive~~Management Fee for ~~March~~December 31, ~~2017~~2019 under Management Agreement, dated May 8, 2015 and effective as of May 1, 2015, between Corridor InfraTrust Management, LLC and CorEnergy Infrastructure Trust, Inc. (incorporated by reference ~~from~~to the Registrant's ~~Quarterly~~Annual Report on Form ~~10-Q~~10-K, for the ~~quarter~~year ended ~~March~~December 31, ~~2017,~~2019, filed ~~May 3, 2017)~~February 27, 2020).
~~10.2.9~~10.2.10		Letter Agreement, dated ~~June 30, 2017,~~March 31, 2020, concerning Incentive Fee for ~~June 30, 2017~~March 31, 2020 under Management Agreement, dated May 8, 2015 and effective as of May 1, 2015, between Corridor InfraTrust Management, LLC and CorEnergy Infrastructure Trust, Inc. (incorporated by reference ~~from~~to the Registrant's Quarterly Report on Form 10-Q, for the quarter ended March 31, 2020, filed on June 25, 2020).
10.2.11		Letter Agreement, dated March 31, 2020, concerning Management Fee for March 31, 2020 under Management Agreement, dated May 8, 2015 and effective as of May 1, 2015, between Corridor InfraTrust Management, LLC and CorEnergy Infrastructure Trust, Inc. incorporated by reference to the Registrant's Quarterly Report on Form 10-Q, for the quarter ended March 31, 2020, filed on June 25, 2020).
10.2.12		Letter Agreement, dated June 30, 2020, concerning Management Fee for June 30, 2020 under Management Agreement, dated May 8, 2015 and effective as of May 1, 2015, between Corridor InfraTrust Management, LLC and CorEnergy Infrastructure Trust, Inc. (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q, for the quarter ended June 30, ~~2017,~~2020, filed on August ~~2, 2017)~~4, 2020).
~~10.2.10~~10.2.13		Letter Agreement, dated September 30, ~~2017,~~2020, concerning ~~Incentive~~Management Fee for September 30, ~~2017~~2020 under Management Agreement, dated May 8, 2015 and effective as of May 1, 2015, between Corridor InfraTrust Management, LLC and CorEnergy Infrastructure Trust, Inc. (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q, for the quarter ended September 30, ~~2017,~~2020, filed on November ~~1, 2017)~~3, 2020).
~~10.2.11~~10.2.14		~~Letter Agreement, dated December 31, 2017, concerning Incentive Fee for December 31, 2017 under~~First Amendment to Management Agreement dated ~~May 8, 2015~~February 4, 2021, by and ~~effective as of May 1, 2015,~~ between CorEnergy Infrastructure Trust, Inc. and Corridor InfraTrust Management, LLC ~~and CorEnergy Infrastructure Trust, Inc. -~~(incorporated by reference to the Registrant's Form 8-K, filed ~~herewith~~February 10, 2021).
~~10.2.12~~10.3.1		Letter Agreement, dated December 31, 2017, concerning Management Fee for December 31, 2017 under Management Agreement, dated May 8, 2015 and effective as of May 1, 2015, between Corridor InfraTrust Management, LLC and CorEnergy Infrastructure Trust, Inc. - filed herewith
~~10.3.1~~	Second Amended Administration Agreement dated December 1, 2011 (incorporated by reference to the Registrant’s current report on Form 8-K, filed December 1, 2011).
10.3.2		Amendment and Assignment to the Second Amended Administration Agreement dated August 7, 2012 (incorporated by reference to the Registrant's Annual Report on Form 10-K, for the year ended November 30, 2012, filed February 13, 2013).
10.4.1		Purchase and Sale Agreement, dated December 7, 2012, by and between Ultra Wyoming, Inc. and Pinedale Corridor, LP (incorporated by reference to the Registrant’s current report on Form 8-K, filed December 10, 2012 (the first Form 8-K filing on such date)).
10.4.2		Amendment to Purchase and Sale Agreement, dated December 12, 2012, by and between Ultra Wyoming, Inc. and Pinedale Corridor, LP (incorporated by reference to the Registrant’s current report on Form 8-K, filed December 17, 2012).
~~10.5~~10.4.3		Purchase and Sale Agreement between the Company and Ultra Wyoming LLC, dated June 28, 2020 (incorporated by reference to the Registrant's current report on Form 8-K, filed July 7, 2020).
10.5		Second Amended and Restated Term Credit Agreement and Note Purchase Agreement, dated December 29, 2017, between Pinedale Corridor, LP and Prudential Insurance Company of America (incorporated by reference to the Registrant's current report on Form 8-K, filed January 4, 2018).
~~10.6.1~~10.5.1		Standstill Agreement, dated May 8, 2020, pursuant to Second Amended and Restated Term Credit Agreement and Note Purchase Agreement between Pinedale Corridor LP and Prudential Insurance Company of America (incorporated by reference to the Registrant's current report on Form 8-K, filed May 14, 2020).
10.5.2		Compromise and Release Agreement between the Company and Prudential, dated June 26, 2020 (incorporated by reference to the Registrant's current report on Form 8-K, filed July 7, 2020).
10.6.1		Lease Agreement dated December 20, 2012 by and between Pinedale Corridor, LP and Ultra Wyoming LGS, LLC (incorporated by reference to the Registrant's current report on Form 8-K, filed December 21, 2012).
10.6.2		First Amendment to Lease, dated June 19, 2013, by and between Pinedale Corridor, LP and Ultra Wyoming LGS, LLC (incorporated by reference to the Registrant's current report on Form 8-K, filed August 27, 2013).
10.6.3		Amended and Restated Limited Guaranty of Collection, dated November 28, 2016, between Ultra Resources, Inc., and Pinedale Corridor, L.P. (incorporated by reference to the Registrant's Annual Report on Form 10-K, for the year ended December 31, 2016, filed March 2, 2017).
10.7		First Amended and Restated Limited Partnership Agreement of Pinedale Corridor, LP, dated December 20, 2012, by and between Pinedale GP, Inc. and Ross Avenue Investments, LLC (incorporated by reference to the Registrant's current report on Form 8-K, filed December 21, 2012).


10.8			Membership Interest Purchase Agreement, dated January 14, 2014, by and among Lightfoot Capital Partners, LP, CorEnergy Infrastructure Trust, Inc. and Arc Terminals Holdings LLC (incorporated by reference to the Registrant's current report on Form 8-K, filed January 14, 2014 (the second Form 8-K filing on such date)).
10.9			Lease, dated January 21, 2014, by and between LCP Oregon Holdings, LLC and Arc Terminals Holdings LLC (incorporated by reference to the Registrant's current report on Form 8-K, filed January 22, 2014).
10.9.1			First Amendment to Lease, dated January 30, 2018, by and between LCP Oregon Holdings, LLC and Zenith Energy Terminals Holdings LLC f/k/a Arc Terminals Holdings LLC -(incorporated by reference to the Registrant's Annual Report on Form 10-K, for the year ended December 31, 2017, filed ~~herewith~~February 28, 2018).
~~10.10~~10.9.2			Second Amendment to Lease, dated June 28, 2018, by and between LCP Oregon Holdings, LLC and Zenith Energy Terminals Holdings LLC f/k/a Arc Terminals Holdings LLC (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, filed August 2, 2018).
10.10			Asset Purchase Agreement, dated January 21, 2014, by and between LCP Oregon Holdings, LLC and Arc Terminals Holdings LLC (incorporated by reference to the Registrant's current report on Form 8-K, filed January 22, 2014).
~~10.11.1~~10.10.1			Asset Purchase and Sale Agreement, dated December 21, 2018, by and between LCP Oregon Holdings, LLC, Corridor Private Holdings, LLC and Zenith Energy Terminals Holdings LLC (incorporated by reference to the Registrant's current report on Form 8-K, filed December 28, 2018).
10.11.1			Director Compensation Plan of CorEnergy Infrastructure Trust, Inc. (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, filed August 11, 2014). *
10.11.2			Amendment No. 1 to Director Compensation Plan of CorEnergy Infrastructure Trust, Inc. (incorporated by reference to the Registrant's Registration Statement on Form S-8, filed September 17, 2014 (File No. 333-198799)). *
10.11.3			Amendment No. 2 to Director Compensation Plan of CorEnergy Infrastructure Trust, Inc. (incorporated by reference to the Registrant's Annual Report on Form 10-K, for the year ended December 31, 2015, filed March 14, 2016). *
10.12.1			Revolving Credit Agreement dated as of September 26, 2014 by and among the Company and Regions Bank, et al (incorporated by reference to the Registrant's current report on Form 8-K, filed September 30, 2014).
10.12.2			First Amendment to Revolving Credit Agreement, dated November 24, 2014 by and among the Company and Regions Bank, et al (incorporated by reference to the Registrant's current report on Form 8-K, filed November 25, 2014).
10.12.3			Amended and Restated Revolving Credit Agreement, dated July 8, 2015, by and among the Company and Regions Bank, et al (incorporated by reference to the Registrant's current report on Form 8-K, filed July 8, 2015).
10.12.4			First Amendment, dated November 4, 2015, and effective as of September 30, 2015, to Amended and Restated Revolving Credit Agreement, dated July 8, 2015, by and among the Company and Regions Bank, et al (incorporated by reference to the Registrant's Annual Report on Form 10-K, for the year ended December 31, 2015, filed March 14, 2016).
10.12.5			Limited Consent and Amendment, dated March 4, 2016 by and among the Company and Regions Bank, et al (incorporated by reference to the Registrant's Annual Report on Form 10-K, for the year ended December 31, 2015, filed March 14, 2016).



~~10.12.6~~	Second Amendment to Amended and Restated Revolving Credit Agreement, dated July 28, 2017, by and among the Company and Regions Bank, et al (incorporated by reference from the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed August 2, 2017).
~~10.13.1~~10.12.7		Limited Consent, dated May 14, 2020, pursuant to Second Amendment to Amended and Restated Revolving Credit Agreement, dated July 28, 2017, by and among the Company and Regions Bank, et al. (incorporated by reference to the Registrant's current report on Form 8-K, filed May 14, 2020).
10.13.1		Limited Liability Company Interests Purchase Agreement, dated November 17, 2014 between CorEnergy Infrastructure Trust, Inc. and Mogas Energy, LLC (incorporated by reference to the Registrant's current report on Form 8-K, filed November 17, 2014).
10.13.2		Amendment to Limited Liability Company Interests Purchase Agreement, dated November 18, 2014 between CorEnergy Infrastructure Trust, Inc. and Mogas Energy, LLC (incorporated by reference to the Registrant's current report on Form 8-K, filed November 20, 2014).
~~10.14~~10.14.1		Firm Service Transportation Agreement, Contract No. FRM-LGC-1001, dated March 1, 2017, between MoGas Pipeline LLC and Laclede Gas Company (incorporated by reference to the Registrant's Annual Report on Form 10-K, for the year ended December 31, 2016, filed March 2, 2017).
~~10.15.1~~10.14.2		Firm Service Transportation Agreement, Contract No. FRM-SPR-1001, dated October 30, 2020, between MoGas Pipeline LLC and Spire Missouri, Inc. (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, filed November 3, 2020).
10.15.1		Purchase and Sale Agreement, dated June 22, 2015, by and between Grand Isle Corridor, LP and Energy XXI USA, Inc. (incorporated by reference to the Registrant's current report on Form 8-K, filed June 22, 2015).
10.15.2		Guaranty, dated June 22, 2015, by CorEnergy Infrastructure Trust, Inc. in favor Energy XXI USA, Inc. (incorporated by reference to the Registrant's current report on Form 8-K, filed June 22, 2015).
10.15.3		Guaranty, dated June 22, 2015, by Energy XXI Ltd in favor of Grand Isle Corridor, LP (incorporated by reference to the Registrant's current report on Form 8-K, filed June 22, 2015).
10.15.4		Assignment and Assumption Agreement, dated December 30, 2016, between Energy XXI USA, Inc., Energy XXI Gulf Coast, Inc., and Grand Isle Corridor, L.P. (incorporated by reference to the Registrant's Annual Report on Form 10-K, for the year ended December 31, 2016, filed March 2, 2017).
10.15.5		Assignment and Assumption of Guaranty and Release, dated December 30, 2016, between Energy XXI Ltd, Energy XXI Gulf Coast, Inc., and Grand Isle Corridor, L.P. (incorporated by reference to the Registrant's Annual Report on Form 10-K, for the year ended December 31, 2016, filed March 2, 2017).
10.16		Lease, dated June 30, 2015, by and between Grand Isle Corridor, LP and Energy XXI GIGS Services, LLC. Confidential information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been granted with respect to this omitted information. (incorporated by reference to the Registrant's current report on Form 8-K, filed June 30, 2015).
10.17		~~Letter~~Third Amended and Restated Limited Liability Agreement ~~Concerning Loans and Other Agreements with Black Bison Related Entities, dated August 15, 2015~~of Crimson Midstream Holdings, LLC (incorporated by reference to the Registrant's ~~Quarterly Report on~~ Form ~~10-Q for the quarter ended September 30, 2015,~~8-K, filed ~~November~~February 10, ~~2015)~~2021).
~~12.1~~10.18		~~Computation~~Registration Rights Agreement dated February 4, 2021, by and among CorEnergy Infrastructure Trust, Inc. and the holders of ~~Ratio~~Units listed on Schedule A thereto (incorporated by reference to the Registrant's Form 8-K, filed February 10, 2021).


10.19			Settlement and Mutual Release Agreement dated February 4, 2021, by and among CorEnergy Infrastructure Trust, Inc., Grand Isle Corridor, LP, Energy XXI GIGS Services, LLC, Energy XXI Gulf Coast, Inc., and CEXXI, LLC (incorporated by reference to ~~Combined Fixed Charges and Preferred Stock Dividends-~~the Registrant's Form 8-K, filed ~~herewith~~February 10, 2021).
~~21.1~~10.20.1			Amended and Restated Credit Agreement dated February 4, 2021, by and among Crimson Midstream Operating, LLC, Corridor MoGas, Inc., Crimson Midstream Holdings, LLC, MoGas Debt Holdco LLC, MoGas Pipeline, LLC, CorEnergy Pipeline Company, LLC, United Property Systems, LLC, Crimson Pipeline, LLC, and Cardinal Pipeline, L.P., the lenders from time to time party thereto and Wells Fargo Bank, National Association, as Administrative Agent for such lenders, Swingline Lender and Issuing Bank (incorporated by reference to the Registrant's Form 8-K, filed February 10, 2021).
10.20..2			Amended and Restated Pledge Agreement dated February 4, 2021, by and among Crimson Midstream Operating, LLC, Corridor MoGas, Inc., Crimson Midstream Holdings, LLC, MoGas Debt Holdco LLC, MoGas Pipeline, LLC, CorEnergy Pipeline Company, LLC, United Property Systems, LLC, Crimson Pipeline, LLC, and Cardinal Pipeline, L.P., the lenders from time to time party thereto and Wells Fargo Bank, National Association, as Administrative Agent for such lenders, Swingline Lender and Issuing Bank (incorporated by reference to the Registrant's Form 8-K, filed February 10 , 2021 ).
10.20.3			Amended and Restated Security Agreement dated February 4, 2021, by and among Crimson Midstream Operating, LLC, Corridor MoGas, Inc., Crimson Midstream Holdings, LLC, MoGas Debt Holdco LLC, MoGas Pipeline, LLC, CorEnergy Pipeline Company, LLC, United Property Systems, LLC, Crimson Pipeline, LLC, and Cardinal Pipeline, L.P., the lenders from time to time party thereto and Wells Fargo Bank, National Association, as Administrative Agent for such lenders, Swingline Lender and Issuing Bank (incorporated by reference to the Registrant's Form 8-K, filed February 10, 2021).
21.1			Subsidiaries of the Company - filed herewith
23.1			Consent of Ernst & Young LLP dated ~~February 28, 2018~~March 4, 2021 - filed herewith
31.1			Certification by Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - filed herewith
31.2			Certification by Chief ~~Accounting~~Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - filed herewith
32.1			Certification by Chief Executive Officer and Chief ~~Accounting~~Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - furnished herewith
101			The following materials from CorEnergy Infrastructure Trust, Inc.'s Annual Report on Form 10-K for the year ended December 31, ~~2017,~~2020, formatted in ~~XBRL (Extensible~~iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of ~~Income and Comprehensive Income,~~Operations, (iii) the Consolidated Statement of Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements - furnished herewith
*104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*			Management contract or compensatory plan or arrangement.


					Page No.
Report of Independent Registered Public Accounting Firm					F-~~F-2~~2
Consolidated Balance Sheets as of December 31, ~~2017~~2020 and ~~2016~~2019					F-~~F-3~~4
Consolidated Statements of ~~Income and Comprehensive Income~~Operations for the years ended December 31, ~~2017, 2016~~2020, 2019 and ~~2015~~2018					F-~~F-4~~5
Consolidated Statements of Equity for the years ended December 31, ~~2017, 2016~~2020, 2019 and ~~2015~~2018					F-~~F-5~~6
Consolidated Statements of Cash Flow for the years ended December 31, ~~2017, 2016~~2020, 2019 and ~~2015~~2018					F-~~F-6~~7
Notes to Consolidated Financial Statements					F-~~F-8~~9
			1.	Introduction and Basis of Presentation	F-~~F-8~~9
			2.	Significant Accounting Policies	F-~~F-8~~10
			3.	Leased Properties and Leases	F-~~F-14~~16
			4.	Transportation and Distribution Revenue	F-21
			5.	Financing Notes Receivable	F-~~F-17~~22
			5.6.	~~Variable Interest Entities~~Income Taxes	F-~~F-18~~23
			6.7.	~~Income Taxes~~	~~F-18~~
	7.	Property and Equipment	F-~~F-21~~26
			8.	Concentrations	F-~~F-22~~26
			9.	Management Agreement	F-~~F-22~~26
			10.	Fair Value	F-~~F-23~~28
			11.	Debt	F-~~F-26~~29
			12.	Asset Retirement Obligation	F-~~F-30~~35
			13.	~~Interest Rate Hedge Swaps~~Stockholders' Equity	F-~~F-30~~35
			14.	~~Stockholder's Equity~~	~~F-31~~
	~~15.~~	Earnings Per Share	F-~~F-32~~36
			~~16.~~15.	Quarterly Financial Data (Unaudited)	F-~~F-33~~38
			~~17.~~16.	Subsequent Events	F-~~F-35~~40
~~Schedule I - Condensed Financial Information of Registrant~~					~~F-36~~
Schedule III - Real Estate and Accumulated Depreciation			F-~~F-39~~43
Schedule IV - Mortgage Loans on Real Estate					F-~~F-40~~44


						Impairment of Long-lived Assets
Description of the Matter						As more fully described in Notes 2 and 3 to the consolidated financial statements, long-lived assets are reviewed for impairment when an event occurs that indicates that the carrying value of a long-lived asset may be impaired. When the Company has concluded that a triggering event has occurred, management utilizes cash flow projections to assess its ability to recover the carrying value of the assets. If the undiscounted cash flow projections indicate the long-lived asset's carrying value is not recoverable, an impairment charge is recorded for the excess of the carrying value of the asset over its estimated fair value. The Company recorded an impairment loss of $140.3 million on leased property related to the Grand Isle Gathering System ("GIGS") asset during the year ended December 31, 2020.

						Auditing the Company's impairment of the GIGS asset involved a high degree of subjectivity as estimates underlying the determination of the fair value of the asset were based on assumptions about future market and economic conditions. Significant assumptions used in the Company's fair value estimate included crude oil and water price and volume projections, the timing and collectability of lease payments, and the applicable discount rate.

How We Addressed the Matter in Our Audit						We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company's process to determine the fair value of the GIGS asset and measure the long-lived asset impairment. This included evaluation of controls over management's review of the significant assumptions described above underlying the fair value determination.

						Our testing of the Company's impairment measurement included, among other procedures, assessing the valuation methodologies utilized, and evaluating the significant assumptions and completeness and accuracy of the operating data used to estimate the fair value of the asset. For example, we compared the significant assumptions used to estimate cash flows to current industry and economic trends, evaluated operating data, and performed a sensitivity analysis of the significant assumptions to evaluate the change in the fair value estimate that would result from changes in the assumptions. We involved our valuation specialists to assist in our evaluation of the Company's model, methodology, and certain of the significant assumptions used in the valuation analysis.


	December 31, 2020		December 31, 2019
Assets
Leased property, net of accumulated depreciation of $6,832,167 and $105,825,816	$	64,938,010	$	379,211,399

Property and equipment, net of accumulated depreciation of $22,580,810 and $19,304,610	106,224,598		106,855,677
Financing notes and related accrued interest receivable, net of reserve of $600,000 and $600,000	1,209,736		1,235,000


Cash and cash equivalents	99,596,907		120,863,643
Deferred rent receivable	0		29,858,102
Accounts and other receivables	3,675,977		4,143,234
Deferred costs, net of accumulated amortization of $2,130,334 and $1,956,710	1,077,883		2,171,969



Prepaid expenses and other assets	2,228,623		804,341
Deferred tax asset, net	4,282,576		4,593,561
Goodwill	1,718,868		1,718,868
Total Assets	$	284,953,178	$	651,455,794
Liabilities and Equity






Secured credit facilities, net of debt issuance costs of $0 and $158,070	$	0	$	33,785,930
Unsecured convertible senior notes, net of discount and debt issuance costs of $3,041,870 and $3,768,504	115,008,130		118,323,496
Asset retirement obligation	8,762,579		8,044,200
Accounts payable and other accrued liabilities	4,685,288		6,000,981
Management fees payable	971,626		1,669,950



Unearned revenue	6,125,728		6,891,798
Total Liabilities	$	135,553,351	$	174,716,355
Equity

Series A Cumulative Redeemable Preferred Stock 7.375%, $125,270,350 and $125,493,175 liquidation preference ($2,500 per share, $0.001 par value), 10,000,000 authorized; 50,108 and 50,197 issued and outstanding at December 31, 2020 and December 31, 2019, respectively	$	125,270,350	$	125,493,175
Capital stock, non-convertible, $0.001 par value; 13,651,521 and 13,638,916 shares issued and outstanding at December 31, 2020 and December 31, 2019 (100,000,000 shares authorized)	13,652		13,639
Additional paid-in capital	339,742,380		360,844,497
Retained deficit	(315,626,555)		(9,611,872)



Total Equity	149,399,827		476,739,439
Total Liabilities and Equity	$	284,953,178	$	651,455,794
See accompanying Notes to Consolidated Financial Statements.


	Capital Stock			Preferred Stock		Additional Paid-in Capital		Retained Earnings (Deficit)		Total
	Shares	Amount		Amount
Balance at December 31, 2017	11,915,830	$	11,916	$	130,000,000	$	331,773,716	$	0	$	461,785,632
Cumulative transition adjustment upon the adoption of ASC 606, net of tax	—	—		—		(2,449,245)		—		(2,449,245)
Net income	—	—		—		—		43,711,876		43,711,876

Series A preferred stock dividends	—	—		—		—		(9,587,500)		(9,587,500)
Preferred stock repurchases(1)	—	—		(4,444,325)		158,218		10,554		(4,275,553)
Common stock dividends	—	—		—		(10,806,660)		(24,987,229)		(35,793,889)
Common stock issued under director's compensation plan	1,807	2		—		67,498		—		67,500
Common stock issued upon conversion of convertible notes	1,271	1		—		42,653		—		42,654
Reinvestment of dividends paid to common stockholders	41,317	41		—		1,509,789		—		1,509,830
Balance at December 31, 2018 (2)	11,960,225	11,960		125,555,675		320,295,969		9,147,701		455,011,305
Net income	—	—		—		—		4,079,495		4,079,495
Series A preferred stock dividends	—	—		—		(4,627,561)		(4,627,560)		(9,255,121)
Preferred stock repurchases(3)	—	—		(62,500)		2,195		(245)		(60,550)
Common stock dividends	—	—		—		(21,293,224)		(18,211,263)		(39,504,487)

Common stock issued upon exchange of convertible notes	1,540,472	1,540		—		61,869,762		—		61,871,302
Common stock issued upon conversion of convertible notes	127,143	128		—		4,193,536		—		4,193,664
Reinvestment of dividends paid to common stockholders	11,076	11		—		403,820		—		403,831
Balance at December 31, 2019	13,638,916	13,639		125,493,175		360,844,497		(9,611,872)		476,739,439
Net loss	—	—		—		—		(306,067,579)		(306,067,579)
Series A preferred stock dividends	—	—		—		(9,242,797)		—		(9,242,797)
Preferred stock repurchases(1)	—	—		(222,825)		7,932		52,896		(161,997)
Common stock dividends	—	—		—		(12,286,368)		—		(12,286,368)
Common stock issued upon exchange of convertible notes	12,605	13		—		419,116		—		419,129
Balance at December 31, 2020	13,651,521	$	13,652	$	125,270,350	$	339,742,380	$	(315,626,555)	$	149,399,827
See accompanying Notes to Consolidated Financial Statements.
(1) In connection with the repurchases of Series A Preferred Stock during 2018 and 2020, the deduction to preferred dividends of $10,554 and $52,896, respectively, represents the discount in the repurchase price paid compared to the carrying amount derecognized.
(2) The retained earnings balance at December 31, 2018 was generated due to the timing of quarterly dividends and quarterly net income. In the fourth quarter of 2018, net income was greater than dividends due to the gain on sale of leased property, net from the sale of the Portland Terminal Facility resulting in a retained earnings balance as of December 31, 2018.
(3) In connection with the repurchases of Series A Preferred Stock during 2019, the addition to preferred dividends of $245 represents the premium in the repurchase price paid compared to the carrying amount derecognized.



Summary of Leased ~~Properties,~~Property, Major ~~Tenants~~Tenant and Lease Terms
Property	Grand Isle Gathering System	~~Pinedale LGS~~⁽¹⁾		~~Portland Terminal Facility~~
Location	Gulf of Mexico/Louisiana	~~Pinedale, WY~~		~~Portland, OR~~
Tenant	Energy XXI GIGS Services, LLC	~~Ultra Wyoming LGS, LLC~~		~~Zenith Energy Terminals Holdings LLC~~
Asset Description	Approximately ~~153~~137 miles of offshore pipeline with total capacity of 120 thousand Bbls/d, including a 16-acre onshore terminal and saltwater disposal system.	~~Approximately 150 miles of pipelines and four central storage facilities.~~		~~A 39-acre rail and marine facility property adjacent to the Willamette River with 84 tanks and total storage capacity of approximately 1.5 million barrels.~~
Date Acquired	June 2015	~~December 2012~~		~~January 2014~~
Initial Lease Term	11 years	~~15 years~~		~~15 years~~⁽³⁾
Renewal Option	Equal to the lesser of 9-years or 75 percent of the remaining useful life	~~5-year terms~~		~~5-year terms~~
Current Monthly Rent Payments	7/1/1619 - 6/30/~~17: $2,826,250~~ 20: $3,223,917 7/1/1720 - 6/30/~~18: $2,854,667~~	~~$1,741,933~~⁽²⁾21: $4,033,583	~~$513,355~~
Estimated Useful Life(1)	2715 years	~~26 years~~		~~30 years~~
(1) ~~Non-Controlling Interest Partner, Prudential, funded a portion~~In conjunction with the impairment of the ~~original Pinedale LGS acquisition and, as a limited partner, held 18.95 percent~~Grand Isle Gathering System discussed below, the remaining estimated useful life of the ~~economic interest~~GIGS asset was adjusted to approximately 15 years beginning in ~~Pinedale LP. Pinedale LP I,~~the second quarter of 2020. Additionally, the Company updated the useful life of its ARO segments resulting in a ~~wholly-owned subsidiary~~change to the timing of the ~~Company, acquired Prudential's 18.95 percent economic interest on December 29, 2017. Pinedale GP, a wholly-owned subsidiary~~undiscounted cash flows. The timing change resulted in an increase to the ARO asset and liability of ~~the Company, holds the remaining 81.05 percent economic interest.~~
~~(2) Monthly rent payments increased to $1,776,772 beginning January 1, 2018.~~
~~(3) The lessee of the Portland Terminal Facility has a purchase option beginning~~approximately $257 thousand as discussed in February 2017, which it can exercise with 90-days notice, as well as lease termination options on the fifth and tenth anniversaries of the lease. If exercised, the purchase option and termination options are subject to additional payment provisions and termination fees prescribed under the lease.Note 12 ("Asset Retirement Obligation").



Future Minimum Lease Receipts ⁽¹⁾
Year Ending December 31,	Amount
2018	$	61,828,029
2019	64,103,462
2020	71,264,921
2021	77,445,396
2022	76,553,434
Thereafter	302,242,184
Total	$	653,437,426
(1) Future minimum lease receipts include base rents for the Portland Terminal Facility through its initial 15-year term.



	December 31, 2017		December 31, 2016
Net Deferred Lease Costs
GIGS	$	259,883	$	290,447
Pinedale	611,717		673,085
Total Deferred Lease Costs, net	$	871,600	$	963,532


	Contract Liability(1)
	December 31, 2020		December 31, 2019
Beginning Balance January 1	$	6,850,790	$	6,522,354

Unrecognized Performance Obligations	347,811		887,916
Recognized Performance Obligations	(1,093,622)		(559,480)
Ending Balance December 31	$	6,104,979	$	6,850,790
(1) The contract liability balance is included in unearned revenue in the Consolidated Balance Sheets.



Deferred Tax Assets and Liabilities
	December 31, 2017			December 31, 2016
Deferred Tax Assets:
Net operating loss carryforwards	$	957,719		$	1,144,818
Net unrealized loss on investment securities	—			61,430
Cost recovery of leased and fixed assets	—			739,502
Loan Loss Provision	247,814			608,086
Basis reduction of investment in partnerships	261,549			—
Other loss carryforwards	2,965,321			3,187,181
Sub-total	$	4,432,403		$	5,741,017
Deferred Tax Liabilities:
Basis reduction of investment in partnerships	$	—		$	(2,158,746	)
Net unrealized gain on investment securities	(342,669		)	—
Cost recovery of leased and fixed assets	(1,845,105		)	(1,823,982		)
Sub-total	$	(2,187,774	)	$	(3,982,728	)
Total net deferred tax asset	$	2,244,629		$	1,758,289


Components of Income Tax Expense (Benefit)
	For the Years Ended December 31,
	2020		2019		2018
Current tax expense (benefit)
Federal	$	(420,074)	$	(159,381)	$	(413,248)
State (net of federal tax benefit)	24,231		39,357		(172,138)
Total current tax benefit	$	(395,843)	$	(120,024)	$	(585,386)
Deferred tax expense (benefit)
Federal	$	299,845	$	(15,840)	$	(1,422,292)
State (net of federal tax benefit)	11,140		370,482		(411,048)
Total deferred tax expense (benefit)	$	310,985	$	354,642	$	(1,833,340)
Total income tax expense (benefit), net	$	(84,858)	$	234,618	$	(2,418,726)


Aggregate Cost of Securities for Income Tax Purposes
	December 31, 2020		December 31, 2019
Aggregate cost for federal income tax purposes	$	301,314	$	345,241
Gross unrealized appreciation	0		0
Gross unrealized depreciation	0		0
Net unrealized appreciation	$	0	$	0


2020 Common Stock Tax Information
Record Date	Ex-Dividend Date	Payable Date	Total Distribution per Share		Total Ordinary Dividends		Qualified Dividends		Capital Gain Distributions		Nondividend Distributions		Section 199A Dividends
2/14/2020	2/13/2020	2/28/2020	$	0.7500	$	0	$	0	$	0	$	0.7500	$	0
5/15/2020	5/14/2020	5/29/2020	0.0500		0		0		0		0.0500		0
8/17/2020	8/14/2020	8/31/2020	0.0500		0		0		0		0.0500		0
11/16/2020	11/13/2020	11/30/2020	0.0500		0		0		0		0.0500		0
Total 2020 Distributions			$	0.9000	$	0	$	0	$	0	$	0.9000	$	0



2017 Common Stock Tax Information
Record Date	Ex-Dividend Date	Payable Date	Total Distribution per Share		Total Ordinary Dividends		Qualified Dividends		Capital Gain Distributions		Nondividend Distributions
2/13/2017	2/9/2017	2/28/2017	$	0.7500	$	0.5925	$	0.0785	$	—	$	0.1575
5/16/2017	5/12/2017	5/31/2017	0.7500		0.5925		0.0785		—		0.1575
8/17/2017	8/15/2017	8/31/2017	0.7500		0.5925		0.0785		—		0.1575
11/15/2017	11/14/2017	11/30/2017	0.7500		0.5925		0.0785		—		0.1575
Total 2017 Distributions			$	3.0000	$	2.3700	$	0.3140	$	—	$	0.6300


2019 Common Stock Tax Information
Record Date	Ex-Dividend Date	Payable Date	Total Distribution per Share		Total Ordinary Dividends		Qualified Dividends		Capital Gain Distributions		Nondividend Distributions		Section 199A Dividends
2/14/2019	2/13/2019	2/28/2019	$	0.7500	$	0.5803	$	0	$	0.0156	$	0.1541	$	0.5803
5/17/2019	5/16/2019	5/31/2019	0.7500		0.4578		0		0.0150		0.2772		0.4578
8/16/2019	8/15/2019	8/30/2019	0.7500		0.4578		0		0.0150		0.2772		0.4578
11/15/2019	11/14/2019	11/29/2019	0.7500		0.4578		0		0.0150		0.2772		0.4578
Total 2019 Distributions			$	3.0000	$	1.9537	$	0	$	0.0606	$	0.9857	$	1.9537



2016 Common Stock Tax Information
Record Date	Ex-Dividend Date	Payable Date	Total Distribution per Share		Total Ordinary Dividends		Qualified Dividends		Capital Gain Distributions		Nondividend Distributions
02/12/2016	02/10/2016	02/29/2016	$	0.7500	$	0.2955	$	—	$	—	$	0.4545
05/13/2016	05/11/2016	05/31/2016	0.7500		0.2955		—		—		0.4545
08/17/2016	08/15/2016	08/31/2016	0.7500		0.2955		—		—		0.4545
11/15/2016	11/11/2016	11/30/2016	0.7500		0.2955		—		—		0.4545
Total 2016 Distributions			$	3.0000	$	1.1820	$	—	$	—	$	1.8180