Item 1.01 Entry into a Material Definitive Agreement.
Corning Natural Gas Holding Corporation ("Corning") previously held a 50%
interest in Leatherstocking Gas Company, LLC ("Leatherstocking Gas") and
Leatherstocking Pipeline Company, LLC ("Leatherstocking Pipeline"), each of
which was a joint venture with Mirabito Regulated Industries, LLC ("MRI"). On
July 1, 2020, we acquired the 50% interests in Leatherstocking Gas and
Leatherstocking Pipeline held by MRI. Immediately before the acquisition,
Leatherstocking Gas distributed to Corning and MRI franchises and engineering
and gas pipeline assets located in the State of New York having a book value of
$532,000. These assets were then contributed to the equity of the newly-formed
Leatherstocking Gas Company of New York, Inc. ("Leatherstocking NY"). Corning
and MRI each held 50% of the stock of Leatherstocking NY. The purchase and sale
agreement for MRI's 50% interest in Leatherstocking Pipeline and Leatherstocking
Gas included a series of options for Leatherstocking NY, the first of which
granted MRI the option to acquire Corning's shares of Leatherstocking NY for a
purchase price of $100,000, beginning on the earlier of a change in control of
Corning or July 1, 2021, and ending on June 30, 2023. Corning directors Joseph
P. Mirabito and William Mirabito are officers, directors and significant
shareholders of Mirabito Holdings, Incorporated, a sister company of MRI.
On October 5, 2021, MRI notified Corning that MRI was exercising its option to
acquire Corning's interest in Leatherstocking NY. On December 31, 2021, Corning
and MRI entered into a stock purchase agreement (the "SPA"), and effective
December 31 Corning sold its interest in Leatherstocking NY to MRI for $100,000
and reimbursement for Corning's share of Leatherstocking NY accounts payable.
The SPA contains various representations, warranties, covenants and agreements
customary in stock purchase agreements.
The SPA is filed as an exhibit to this Current Report on Form 8-K. The
description above is qualified in its entirety by reference to the full text of
the SPA.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The disclosure included under Item 1.01 above is incorporated by reference to
this Item 2.01.
Item 9.01 Financial Statements and Exhibits.
Exhibit 10.1 Stock Purchase Agreement dated December 31, 2021 between Corning
Natural Gas Holding Corporation and Mirabito Regulated Industries, LLC
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