UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

June 25, 2021

(Date of earliest event reported)

Corning Natural Gas Holding Corporation

(Exact name of registrant as specified in its charter)

(607) 936-3755

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On June 25, 2021, Corning Natural Gas Corporation (“Corning Gas”), a wholly-owned subsidiary of Corning Natural Gas Holding Corporation (the “Holding Company”), obtained an $8.0 million revolving line of credit (the “Revolving Loan”) from M&T Bank, a New York banking corporation (“M&T”). Corning Gas will use the Revolving Loan for working capital purposes.

To evidence the Revolving Loan, Corning Gas issued a replacement daily adjusting LIBOR revolving line note to M&T in the principal amount of $8.0 million (the “Revolving Note”). The Revolving Note bears interest at a variable rate equal to the greater of the one-month London interbank offered rate (“LIBOR”) rate or 0.5% plus an amount ranging from 1.7% to 2.6% determined by Corning Gas’ funded debt to EBITDA ratio calculated quarterly. Interest on the Revolving Note is payable monthly, and the principal is payable upon demand. The Revolving Note replaces Corning Gas’ August 31, 2020 note payable to M&T in the original principal amount of $8.0 million.

Also, on June 25, 2021, Corning Gas obtained a $4.665 million multiple disbursement term loan (the “Term Loan”) from M&T. Corning Gas used $850,000 of the Term Loan to repay the January 15, 2021 loan from M&T and will use the remainder of the loan proceeds for capital expenditures and pipeline repairs. To evidence the Term Loan, Corning Gas issued a multiple disbursement term note to M&T in the principal amount of $4.665 million (the “Term Note”). Corning Gas can draw on the Term Loan until October 31, 2021, at which time the loan will convert to a ten-year term loan. The Term Note bears interest at a variable rate equal to 2.9% plus the one-month LIBOR rate, with a floor of 3.4%, until October 31, 2021, at which time Corning Gas will have the option to elect a fixed or floating interest rate. Interest on the Revolving Note is payable monthly during the draw period and principal and interest are payable monthly after October 31, 2021, with the last payment on October 31, 2031. Corning Gas expects to repay the Term Loan from operating revenues.

Also, on June 25, 2021, Corning Gas obtained a $1.9 million bridge loan (the “Bridge Loan”) from M&T. Corning Gas will use the Bridge Loan for short-term general operating purposes. To evidence the Bridge Loan, Corning Gas issued a LIBOR demand note to M&T in the principal amount of $1.9 million (the “Bridge Note”). The Bridge Note bears interest at a variable rate equal to 3.0% plus the one-month LIBOR rate, with a floor of 3.5%. Interest on the Bridge Note is payable monthly. Corning Gas expects to repay the Bridge Loan from operating revenues.

In connection with the Revolving, Term and Bridge Loans (collectively, the “Loans”), Corning Gas entered into a fifth amended replacement and restated credit agreement with M&T (the “Credit Agreement”). The Credit Agreement contains various affirmative and negative covenants including, among others: (i) Corning Gas must maintain a “Total Funded Debt to Tangible Net Worth” ratio of not greater than 1.40 to 1.0, a “Total Funded Debt to EBITDA” ratio of not greater than 3.75 to 1.0, and a minimum “Minimum Debt Service Coverage Ratio” of not less than 1.10 to 1.0, in each case measured quarterly based on Corning Gas’s trailing twelve month operating performance; (ii) Corning Gas must deliver to M&T quarterly and annual financial statements, compliance and other documents; and (iii) prohibitions on any sale of all or substantially all of Corning Gas’s assets, acquisitions of substantially all the asset of any other entity, doing business under any assumed name, material changes to its business, purposes, structure or operations which could materially adversely affect Corning Gas, or any merger, consolidation or other similar transaction.

Events of default under the Credit Agreement which permit M&T to exercise its remedies, including immediate acceleration of the principal and interest on the Loans, include, among others: (i) default in the payment of principal or interest on the Loans, (ii) default by Corning Gas on any other obligation under the Credit Agreement and related documents, (iii) failure to pay when due in any other obligations of Corning Gas which could result in the acceleration of that obligation, (iv) entry of any judgments or order of any court or governmental entity against Corning Gas, (v) various bankruptcy and insolvency events, (vi) any adverse change in Corning Gas, its business, assets, operations, affairs or condition which M&T determines will have a material adverse effect on Corning Gas, its business, assets, operation or condition (financial or otherwise) or on its ability to repay its debts, and (vii) at any time M&T in good faith considers itself insecure with respect to payment of Corning Gas’s obligations to it or other performance of such obligations.

In connection with the Loans, Corning Gas entered into a general security agreement with M&T (the “Security Agreement”). The Security Agreement secures all obligations of Corning Gas to M&T including, without limitation, principal and interest on the Loans and any fees and charges. The security interest granted under the Security Agreement covers all personal property of Corning Gas including, among other things, accounts, deposit accounts, general intangibles, inventory, and all fixtures, including, among other things, pipelines, easements, rights of way and compressors in Corning Gas’s gas distribution system. The Security Agreement contains various representations, warranties, covenants and agreements customary in security agreements and various events of default substantially similar to those in the Credit Agreement with remedies under the New York Uniform Commercial Code and the Security Agreement.

The Revolving Note, Term Note, Bridge Note, Credit Agreement and Security Agreement are filed as exhibits to this Current Report on Form 8-K. The descriptions above are qualified in their entirety by reference to the full text of these documents.

The disclosure included under Item 1.01 above is incorporated by reference to this Item 2.03.

Exhibit 10.1       Fifth Amended Replacement and Restated Credit Agreement, dated June 25, 2021, between Corning Natural Gas Company and M&T Bank.

Exhibit 10.2       Replacement Daily Adjusting LIBOR Revolving Line Note, dated June 25, 2021, from Corning Natural Gas Corporation to M&T Bank in the principal amount of $8.0 million.

Exhibit 10.3       Multiple Disbursement Term Note, dated June 25, 2021, from Corning Natural Gas Corporation to M&T Bank in the principal amount of $4.665 million.

Exhibit 10.4       LIBOR Demand Note, dated June 25, 2021, from Corning Natural Gas Corporation to M&T Bank in the principal amount of $1.9 million.

Exhibit 10.5       General Security Agreement, dated June 25, 2021, between Corning Natural Gas Company and M&T Bank.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: July 1, 2021