Merger Transaction

NY-ADR

7/6/22 N.Y. St. Reg. PSC-26-21-00010-A
NEW YORK STATE REGISTER
VOLUME XLIV, ISSUE 27
July 06, 2022
RULE MAKING ACTIVITIES
PUBLIC SERVICE COMMISSION
NOTICE OF ADOPTION
 
I.D No. PSC-26-21-00010-A
Filing Date. Jun. 16, 2022
Effective Date. Jun. 16, 2022
Merger Transaction
PURSUANT TO THE PROVISIONS OF THE State Administrative Procedure Act, NOTICE is hereby given of the following action:
Action taken:
On 6/16/22, the PSC adopted an order adopting the terms of a joint proposal for the acquisition of Corning Natural Gas Corporation's (Corning) parent company by ACP Crotona Corp.
Statutory authority:
Public Service Law, sections 65, 66 and 70
Subject:
Merger transaction.
Purpose:
To adopt the terms of a joint proposal for a merger transaction of Corning's parent company by ACP Crotona.
Substance of final rule:
The Commission, on June 16, 2022, adopted an order adopting the terms of a joint proposal for the acquisition of Corning Natural Gas Corporation's (Corning) parent company by ACP Crotona Corp. (ACP Crotona). Subject to the Commission’s discussions in the order, the terms of the Second Revised Joint Proposal and associated schedules, dated May 3, 2022, appended to the order as Attachment A, are adopted and incorporated as part of the order, with the exception of Section VII, Miscellaneous Provisions, paragraphs C, D, E, G, H and I. Corning is directed to file notice and certification to the Secretary, the appointments made to Corning Natural Gas Holding Company (Corning Holdco) and Corning LDC boards of directors, within 30 days of such appointments. Corning is directed to file an analysis of goodwill, if at any time after closing an analysis determines that goodwill resides on the Corning Holdco books, or if the goodwill was already reflected on the books from a prior transaction, within 45 days after such analysis is made. Corning is directed to file, within 90 days after closing of the Merger Transaction, a post-closing report detailing the costs associated with the employees working on the merger case or involved in transition planning and specify the accounts in which those costs were recorded. Such costs will be excluded from any earnings calculation. Corning is directed to file, within 90 days after closing of the Merger Transaction, the post-closing journal entries pertaining to the Merger Transaction. Corning is directed to file a report of its common equity ratio and credit metrics on an annual basis commencing after a full year of Corning’s operation under ACP Crotona ownership. The Company shall calculate its common equity ratio and credit metrics by excluding the effects of the surcharges and sur-credits used to produce levelized rates. The Company shall file its initial and subsequent compliance reports, accompanied by supporting work papers in the form contained in Appendix V to the Joint Petition, no later than 90 days after the end of each fiscal year. This reporting requirement shall continue through the term of the rate plan and thereafter until modified by the Commission. Corning is directed to file a notice with the Secretary of any future acquisitions that can affect natural gas supply or pricing in Corning LDC’s service area, within 30 days of it becoming aware of such an acquisition. Corning is directed to file a summary report on consumer policy as provided in the Joint Petition, within 90 days following the end of each calendar year during the term of the rate plan. Corning is directed to file a summary report on community engagement as provided in the Joint Petition, within 90 days following the end of each calendar year during the term of the rate plan. Corning is directed to file, within 30 days of the closing of the Merger Transaction, a draft plan regarding outreach and education specific to the Merger Transaction, subject to the terms and conditions set forth in the order.
Text or summary was published
in the June 30, 2021 issue of the Register, I.D. No. PSC-26-21-00010-P.
Final rule as compared with last published rule:
No changes.
Text of rule may be obtained from:
John Pitucci, Public Service Commission, 3 Empire State Plaza, Albany, New York 12223-1350, (518) 486-2655, email: [email protected] An IRS employer ID no. or social security no. is required from firms or persons to be billed 25 cents per page. Please use tracking number found on last line of notice in requests.
Assessment of Public Comment
An assessment of public comment is not submitted with this notice because the rule is within the definition contained in section 102(2)(a)(ii) of the State Administrative Procedure Act.
(21-G-0260SA1)
End of Document