GAS NATURAL INC. (NYSEMKT:EGAS) Files An 8-K Completion of Acquisition or Disposition of Assets

Item 5.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

As previously disclosed on October 11, 2016 in the Current Report
on Form 8-K filed with the Securities and Exchange Commission
(the SEC) by Gas Natural Inc. (the Company), the Company is party
to an Agreement and Plan of Merger, dated as of October 8, 2016
(the Merger Agreement), by and among the Company, FR Bison
Holdings, Inc. (Parent) and FR Bison Merger Sub, Inc. (Merger
Sub), to which, on August 4, 2017 (the Closing Date), Merger Sub
merged with and into the Company, with the Company surviving as a
wholly-owned subsidiary of Parent (the Merger).

On the Closing Date, Parent completed the acquisition of the
Company through the Merger. At the effective time of the Merger,
each share of the Companys common stock issued and outstanding
immediately prior to the effective time of the Merger (other than
shares of the Companys common stock (i) owned by the Company as
treasury stock or by any direct or indirect wholly owned
subsidiary of the Company, (ii) owned by Parent or Merger Sub or
by any direct or indirect wholly owned subsidiary of Parent or
Merger Sub, or (iii) held by any shareholder who properly
exercised appraisal rights to the applicable provisions of the
General Corporation Law of the State of Ohio) was converted into
the right to receive $13.10 in cash, without interest (the Merger
Consideration).

The aggregate cash consideration paid in the Merger to the
Companys shareholders was approximately $137,808,436.80.

The description of the Merger set forth above does not purport to
be complete and is qualified in its entirety by reference to the
Merger Agreement, which was filed by the Company as Exhibit2.1 to
the Companys Current Report on Form 8-K filed on October 11,
2016, and is incorporated by reference into this Item 5.01.

Item 5.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A
CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING

In connection with the closing of the Merger as described in Item 5.01 above, the Company requested that the NYSE American delist
its common stock. As a result, trading of the Companys common
stock, which previously traded under the ticker symbol EGAS on
the NYSE American, was suspended prior to the opening of the NYSE
American on August 4, 2017. The Company also requested the NYSE
American file a notification of removal from listing and
registration on Form 25 with the SEC to effect the delisting of
its Common Stock from the NYSE American and the deregistration of
the Common Stock under Section 12(b) of the Securities Exchange
Act of 1934, as amended (the Exchange Act).

Item 5.01 MATERIAL MODIFICATION TO RIGHTS OF SECURITY
HOLDERS

The information set forth in Items 2.01 and 5.03 of this Current
Report on Form 8-K are incorporated by reference herein.

to the terms of the Merger Agreement, at the effective time of
the Merger, the shares of the Companys common stock were
converted into the right to receive the Merger Consideration. At
the closing of the Merger, the Companys shareholders immediately
prior to the closing of the Merger ceased to have any rights as
Company shareholders other than the right to receive the Merger
Consideration.

Subject to the terms and conditions of the Merger Agreement, each
outstanding Company restricted share that was outstanding
immediately prior to the Effective Time was vested and no longer
subject to restrictions as of the Effective Time, and was
canceled and converted into, and constituted the right to receive
the Merger Consideration, without interest.

Item 5.01 CHANGES IN CONTROL OF REGISTRANT

The information set forth under Item 5.01 of this Current Report
on Form 8-K is hereby incorporated by reference into this
Item 5.01.

As a result of the consummation of the Merger, a change in
control of the Company occurred.Following the consummation of the
Merger, the Company became a wholly-owned subsidiary of Parent.

The source of the funds for the Merger Consideration was common
equity contributions by investment funds affiliated with
BlackRock, Inc.

On August 4, 2017, in accordance with the terms of the Merger
Agreement (and not because of any disagreement with the Company),
the directors of Merger Sub, Matthew Raben and Ryan Shockley,
became directors of the Company, replacing the directors of the
Company serving as such immediately prior to the effective time
of the Merger. Immediately following the Merger, Mark Florian,
David Cerotzke and Gregory Osborne were appointed as directors of
the Company.

Item 5.01 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers

Replacement of Directors

The information in connection with the replacement of directors
set forth under Item 5.01 of this Current Report on Form 8-K is
hereby incorporated by reference into this Item 5.01.

Item 5.01 Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year

At the effective time of the Merger, the Companys articles of
incorporation were amended and restated in accordance with the
terms of the Merger Agreement (the Amended and Restated Articles
of Incorporation). In addition, at the effective time of the
Merger, Merger Subs code of regulations, as in effect immediately
prior to the Merger, were made the code of regulations of the
Company (the Third Amended and Restated Code of Regulations).

Copies of the Amended and Restated Articles of Incorporation and
the Third Amended and Restated Code of Regulations are filed as
Exhibits 3.1 and 3.2 hereto and are incorporated by reference
into this Item 5.01.

Item 5.01 Other events

In connection with the closing of the Merger as discussed in Item 5.01 above, the Company issued a press release on August 4, 2017.

A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.

Item 5.01 FINANCIAL STATEMENTS AND EXHIBITS.

Gas Natural Inc. Exhibit
EX-3.1 2 v472417_ex3-1.htm EXHIBIT 3.1   Exhibit 3.1   AMENDED AND RESTATED ARTICLES OF INCORPORATION OF GAS NATURAL INC.   The following Amended and Restated Articles of Incorporation (the “Amended and Restated Articles of Incorporation”) supersede and take the place of the previously existing articles of incorporation of Gas Natural,…
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About GAS NATURAL INC. (NYSEMKT:EGAS)

Gas Natural Inc. is a natural gas company. The Company operates through three segments: Natural Gas; Marketing and Production, and Corporate and Other. The Natural Gas segment annually distributes approximately 20 billion cubic feet of natural gas to its customers through regulated utilities operating in Maine, Montana, North Carolina and Ohio. Its operations in Maine provide natural gas service to customers in Bangor, Brewer, Old Town, Orono, Bucksport, Hermon, Veazie and Lincoln. Its operations in Montana provide natural gas service to customers in Cascade, Gallatin and Glacier counties. Its North Carolina operations provide natural gas service to customers in Ashe, Surry, Warren, Watauga, Wilkes and Yadkin counties. The Company’s Marketing and Production segment annually markets approximately 1.5 billion cubic feet of natural gas to commercial and industrial customers in Montana, Wyoming and Ohio through its subsidiaries, Energy West Resources, Inc. and Gas Natural Resources, LLC.