Item 1.01 Conclusion of a Material Definitive Agreement.
Corning Natural Gas Holding Company (“Corning”) previously held a 50% interest in Leatherstocking Gas Company, LLC (“Gas Leather Stockings“) and
Leatherstocking Pipeline Company, LLC (“Leatherstocking Pipeline”), each of which was a joint venture with Regulated Industries Mirabito, LLC (“MRI”). At
July 1, 2020, we acquired the 50% stake in Gas Leather Stockings and Leatherstocking Pipeline owned by MRI. Just before the acquisition,
Gas Leather Stockings distributed to Corning and MRI franchises and engineering and gas pipeline assets located in the New York State having a book value of
$ 532,000. These assets were then contributed to the equity of the new
Leatherstocking Gas Company of New York, Inc. (“Leatherstocking NY”). Corning
and MRI each held 50% of the shares of Leatherstocking NY. The contract for the purchase and sale of MRI’s 50% stake in Leatherstocking pipeline and Leatherstocking gas included a series of options for Leatherstocking NY, the first of which granted MRI the option to acquire by Corning shares in Leatherstocking NY for a purchase price of $ 100,000, starting at the earliest in the event of a change of control
Corning Where July 1, 2021, and ending on June 30, 2023. Corning directors Joseph P. Mirabito and Guillaume Mirabito are officers, directors and significant shareholders of Mirabito Holdings, Incorporated, a sister company of MRI.
At October 5, 2021, MRI notified Corning that MRI was exercising its option to acquire by Corning interest in Leatherstocking NY. At December 31, 2021, Corning
and MRI have entered into a share purchase agreement (the “SPA”), and in effect
the 31st of December Corning sold its stake in Leatherstocking NY to MRI for $ 100,000
and the reimbursement of by Corning part of Leatherstocking NY accounts payable. The SPA contains various representations, warranties, covenants and agreements customary in share purchase agreements.
The SPA is filed as an attachment to this current report on Form 8-K. The above description is qualified in its entirety by reference to the full text of the SPA.
Item 2.01 Completion of Acquisition or Disposal of Assets.
Information included under Item 1.01 above is incorporated by reference into this Item 2.01.
Item 9.01 Financial statements and supporting documents.
Exhibit 10.1 Share purchase agreement dated December 31, 2021 between Corning Natural Gas Holding Company and Regulated Industries Mirabito, LLC
© Edgar online, source Previews