Item 8.01 Other Events.
As previously reported, on March 14, 2022 Corning Natural Gas Holding
Corporation (the “Company”) and its subsidiary Corning Natural Gas Corporation (“Corning Gas”),
ACP Crotona Corp. and its subsidiary ACP Crotona Merger Sub Corp., companies affiliated with Argo Infrastructure Partners, LP (collectively,
“Argo”), and the staff of the New York State Public Service Commission (the “NYPSC”) filed a joint
proposal with the NYPSC. The joint proposal related to: (1) Corning Gas’ July 16, 2021 rate case (Case 21-G-0394) seeking a
three-year rate plan; and (2) the Company’s April 30, 2021 verified joint petition (Case 21-G-0260) seeking approval, pursuant
to Section 70 of the New York Public Service Law, for the proposed merger of ACP Crotona Merger Sub Corp. into the Company with Company
as the surviving corporation and wholly-owned subsidiary of ACP Crotona Corp. (the “merger”). On June 16, 2022, the
NYPSC issued an order adopting the terms of the joint proposal, establishing the rate plan and approving the merger (the “order”).
The order establishes a three-year rate plan with levelized increases
of: (1) $1.7 million for the year ending June 30, 2023; (2) $1.8 million for the year ending June 30, 2024; and (3) $1.7
million for the year ending June 30, 2025. The cumulative impact of the rate increases is approximately $5.2 million compared to the rates
that are in effect today. Under the order, Corning Gas’ earned return on equity (“ROE”) would be 9.25%. An earnings
sharing mechanism provides for sharing between Corning Gas shareholders and customers of the ROE above certain levels. Under the earnings
sharing mechanism, Corning Gas is permitted to retain all earnings up to and including a 9.75% ROE level, 50% of earnings above 9.75%
up to and including 10.25%, 25% of earnings above 10.25% up to and including 10.75%, and 10.0% of earnings above 10.75%. The order also
includes customary operating, customer service, safety, and other metrics that Corning Gas must meet.
The order also approved the proposed merger with Argo. Pursuant to
the order, among other matters Argo agreed to: (1) maintain the board governance structure of the Company and Corning Gas, with at
least one local independent board member; (2) keep Corning Gas’ headquarters in the company’s service area for at least
five years; (3) not pass any costs of the merger through to the customers of Corning Gas; and (4) maintain a minimum common
equity ratio (measured using a trailing thirteen-month average) of no less than 300 basis points below Corning Gas’ current common
equity ratio used to set rates. The Company and Argo plan to complete the merger on or about July 6, 2022.
This Current Report on Form 8-K provides a summary only of the order.
The Company encourages interested parties to read the full text of the order and other filings, which are available on the NYPSC’s
website at www.DPS.NY.gov.
Safe Harbor Regarding Forward-Looking Statements
The Company is including the following cautionary statement in this
release to make applicable, and to take advantage of, the safe harbor provisions of the Private Securities Litigation Reform Act of 1995
for any forward-looking statements made by, or on behalf of, Corning Natural Gas Holding Corporation. Forward-looking statements are all
statements other than statements of historical fact, including, without limitation, those that are identified by the use of the words
“anticipates,” “estimates,” “expects” “intends,” “plans,” “predicts,”
“believes,” “may,” “will” and similar expressions. Such statements are inherently subject to a variety
of risks and uncertainties that could cause actual results to differ materially from those expressed. Factors that may affect forward-looking
statements and the Company’s business generally include, but are not limited to the Company’s ability to complete the proposed
merger; any event, change or circumstance that might give rise to the termination of the merger agreement; the effect of the announcement
of the proposed transaction on the Company’s relationships with its customers, operating results and business generally; the risk
that the proposed transaction will not be consummated in a timely manner; the ability of the Company to obtain regulatory approval of
the proposed transaction; the Company’s continued ability to make dividend payments; the Company’s ability to implement its
business plan, grow earnings and improve returns on investment; fluctuating energy commodity prices; the possibility that regulators may
not permit the Company to pass through all of its increased costs to its customers; changes in the utility regulatory environment; wholesale
and retail competition; the Company’s ability to satisfy its debt obligations, including compliance with financial covenants; weather
conditions; litigation risks; and various other matters, many of which are beyond the Company’s control; the risk factors and cautionary
statements made in the Company’s public filings with the Securities and Exchange Commission (the “SEC”); and
other factors that the Company is currently unable to identify or quantify, but may exist in the future. The Company expressly undertakes
no obligation to update or revise any forward-looking statement contained herein to reflect any change in the Company’s expectations
with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Additional factors that
may affect the future results of the Company are set forth in its filings with the SEC, including its Annual Report on Form 10-K for the
fiscal year ended September 30, 2021 and recent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC, which
are available on the SEC’s website at www.SEC.gov. Readers are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date thereof.