SC 13D

0001193125-16-788786.txt : 20161209 0001193125-16-788786.hdr.sgml : 20161209 20161208201702 ACCESSION NUMBER: 0001193125-16-788786 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20161209 DATE AS OF CHANGE: 20161208 GROUP MEMBERS: FIRST RESERVE ENERGY INFRASTRUCTURE GP II LTD GROUP MEMBERS: FIRST RESERVE ENERGY INFRASTRUCTURE GP II, L.P. GROUP MEMBERS: FR BISON HOLDINGS, INC. GROUP MEMBERS: FR BISON MERGER SUB, INC. GROUP MEMBERS: WILLIAM E. MACAULAY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Gas Natural Inc. CENTRAL INDEX KEY: 0000043350 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 273003768 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-38350 FILM NUMBER: 162042657 BUSINESS ADDRESS: STREET 1: 1375 EAST 9TH STREET STREET 2: SUITE 3100 CITY: CLEVELAND STATE: OH ZIP: 44114 BUSINESS PHONE: 8444880530 MAIL ADDRESS: STREET 1: 1375 EAST 9TH STREET STREET 2: SUITE 3100 CITY: CLEVELAND STATE: OH ZIP: 44114 FORMER COMPANY: FORMER CONFORMED NAME: Energy Inc. DATE OF NAME CHANGE: 20090804 FORMER COMPANY: FORMER CONFORMED NAME: ENERGY WEST INC DATE OF NAME CHANGE: 19940324 FORMER COMPANY: FORMER CONFORMED NAME: GREAT FALLS GAS CO DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: First Reserve Energy Infrastructure Fund II, L.P. CENTRAL INDEX KEY: 0001589338 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE LAFAYETTE PLACE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-661-6601 MAIL ADDRESS: STREET 1: ONE LAFAYETTE PLACE CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D 1 d209908dsc13d.htm SC 13D SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Gas Natural Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

367204104

(CUSIP Number)

Anne E. Gold

First Reserve

One Lafayette Place

Greenwich, CT 06830

(203) 625-2536

with a copy to:

William E. Curbow, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue,

New York, NY 10017

(212) 455-3160

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 8, 2016

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 367204104
	13D	Page 2 of 11 Pages


1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) FR Bison Merger Sub, Inc.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions) OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Ohio
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 0 (*)
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 0 (*)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 (*)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% (*)
14.	TYPE OF REPORTING PERSON (see instructions) CO

On November 3, 2016, Alison D. Masters, on behalf of herself and all other similarly situated shareholders of Gas Natural Inc. filed a complaint, subsequently amended on November 17, 2016 (the “Masters Complaint”) alleging that FR Bison Holdings, Inc., FR Bison Merger Sub, Inc. and First Reserve Energy Infrastructure Fund II, L.P. acquired beneficial ownership of the shares of Common Stock (as defined herein) owned by the Stockholder (as defined herein) as a result of the Support Agreement (as defined herein) described in this Statement on Schedule 13D. In an Amendment to Schedule 13D filed by the Stockholder on December 7, 2016, the Stockholder reported beneficial ownership of 1,040,640 shares of Common Stock, constituting, according to the Stockholder Schedule 13D, 9.9% of the outstanding Common Stock. Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) the Reporting Persons expressly disclaim beneficial ownership of the shares of Common Stock included in the Stockholder Schedule 13D for purposes of Section 13(d) of the Exchange Act, and for any other purpose, and neither the filing of this Statement on Schedule 13D nor any of its content shall be deemed to constitute an admission by the Reporting Persons that any of them is the beneficial owner of any shares of Common Stock for purposes of Section 13(d) of the Exchange Act, or for any other purpose.


CUSIP No. 367204104
	13D	Page 3 of 11 Pages


1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) FR Bison Holdings, Inc.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions) OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 0 (*)
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 0 (*)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 (*)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 (*)
14.	TYPE OF REPORTING PERSON (see instructions) CO


CUSIP No. 367204104
	13D	Page 4 of 11 Pages


1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) First Reserve Energy Infrastructure Fund II, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions) OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 0 (*)
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 0 (*)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 (*)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 (*)
14.	TYPE OF REPORTING PERSON (see instructions) PN


CUSIP No. 367204104
	13D	Page 5 of 11 Pages


1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) First Reserve Energy Infrastructure GP II, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions) OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 0 (*)
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 0 (*)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 (*)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 (*)
14.	TYPE OF REPORTING PERSON (see instructions) PN


CUSIP No. 367204104
	13D	Page 6 of 11 Pages


1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) First Reserve Energy Infrastructure GP II Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions) OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 0 (*)
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 0 (*)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 (*)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 (*)
14.	TYPE OF REPORTING PERSON (see instructions) CO


CUSIP No. 367204104
	13D	Page 7 of 11 Pages


1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) William E. Macaulay
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions) OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 0 (*)
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 0 (*)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 (*)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 (*)
14.	TYPE OF REPORTING PERSON (see instructions) IN


CUSIP No. 367204104
		13D

Item 1. Security and Issuer.

This Statement on Schedule 13D (this “Statement”) relates to the shares of common stock, $0.15 par value (“Common Stock”) of Gas Natural Inc., an Ohio corporation (the “Issuer”). The principal executive offices of the Issuer are located at 1375 East 9^th Street, Suite 3100, Cleveland, Ohio 44114.

Item 2. Identity and Background.

(a) – (c) and (f)

This Schedule 13D is filed jointly on behalf of (i) FR Bison Merger Sub, Inc. (“Merger Sub”), (ii) FR Bison Holdings, Inc. (“FR Bison”), (iii) First Reserve Energy Infrastructure Fund II, L.P. (“FREIF II”), (iv) First Reserve Energy Infrastructure GP II, L.P. (“FREI GP”), (v) First Reserve Energy Infrastructure GP II Limited (“FREI GP II” and together with FREIF II and FREI GP, the “First Reserve Partnerships”) and (vi) William E. Macaulay (together with FR Bison, Merger Sub and the First Reserve Partnerships, collectively, the “Reporting Persons”). The Reporting Persons have entered into a Joint Filing Agreement, dated as of December 8, 2016, a copy of which is attached hereto as Exhibit C.

FREI GP II is the general partner of FREI GP, which in turn is the general partner of FREIF II and FREIF II is the parent company of FR Bison, which in turn is the parent company of Merger Sub. William E. Macaulay is a United States citizen and a director of FREI GP II, and has the right to appoint the Board of Directors of FREIF GP II. By virtue of Mr. Macaulay’s right to appoint the directors of FREI GP II, Mr. Macaulay may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose of or direct the disposition of, any securities held by each of FREI GP, FREIF II, FR Bison and Merger Sub.

Current information concerning the identity and background of each executive officer and director of Merger Sub, FR Bison and FREI GP II is set forth on Annex A, which is incorporated herein by reference in response to this Item 2.

Merger Sub is an Ohio corporation formed for the purpose of acquiring the Issuer. FR Bison is a Delaware corporation formed for the purpose of acquiring the Issuer. FREIF II is a Cayman Islands limited partnership formed for the primary purpose of making privately negotiated investments in infrastructure assets or businesses. FREI GP is a Cayman Islands limited partnership formed for the purpose of acting as a general partner or managing member of various investment entities. FREI GP II is a Cayman Islands company formed for the purpose of acting as a general partner or managing member of various investment entities. The principal business office and address of each of the entities identified in this Item 2 is c/o First Reserve, One Lafayette Place, Greenwich, CT 06830.

(d) and (e)

During the last five years, no Reporting Person nor, to the best knowledge of the Reporting Persons, any of the persons set forth on Annex A attached hereto, has (i) been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of any judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding of any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

As more fully described in Item 4 below, in connection with the Agreement and Plan of Merger (the “Merger Agreement”) among the Issuer, FR Bison and Merger Sub, FR Bison entered into a support agreement, dated as of October 10, 2016 (the “Support Agreement”) with Anita G. Zucker, Trustee of the Article 6 Marital Trust, Under The First Amended and Restated Jerry Zucker Revocable Trust dated April 2, 2007 (the “Stockholder”), the Stockholder has agreed to vote all shares beneficially owned by her in favor of the transactions contemplated by the Merger Agreement.

The shares of Common Stock to which this Statement relates have not been purchased by the Reporting Persons, and thus no funds have been used for such purpose. Other than the consideration to be paid by FR Bison pursuant to the Merger Agreement in accordance with the terms and conditions of the Merger Agreement, the Reporting Persons have paid no funds or other consideration in connection with the execution and delivery of the Support Agreement. For a description of the Merger Agreement and the Support Agreement, see Item 4 below, which description is incorporated by reference in response to this Item 3.

Item 4. Purpose of Transaction.

Merger Agreement

As described above, on October 8, 2016, the Issuer entered into the Merger Agreement, pursuant to which Merger Sub will merge with and into the Issuer (the “Merger”), on the terms and subject to the conditions set forth in the Merger Agreement. The Issuer will continue as the surviving corporation and a wholly-owned subsidiary of FR Bison, and FR Bison will pay to the shareholders of the Issuer for their shares the merger consideration in the amount of $13.10 per common share in cash, without interest (the “Merger Consideration”), in accordance with and subject to the terms of the Merger Agreement. FR Bison and Merger Sub are affiliates of FREIF II and were formed by FREIF II in order to acquire the Issuer. As a result of the Merger, the outstanding Common Stock will cease to be listed on the NYSE MKT and will be deregistered under the Exchange Act. The Merger Agreement also provides that the directors of Merger Sub in office immediately prior to the effective time of the Merger will be the initial directors of the surviving company.

The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of such agreement, which is filed as Exhibit A hereto and incorporated herein by reference.

Support Agreement

In connection with the execution of the Merger Agreement, FR Bison entered into the Support Agreement with the Stockholder pursuant to which the Stockholder has agreed to vote in favor of the Merger and the approval of the Merger Agreement at every meeting of the stockholders of the Issuer at which such matters are considered and at every adjournment or postponement thereof, subject to the limitations set forth in the Support Agreement. The obligations under the Support Agreement will terminate if, among other reasons, the Merger Agreement is terminated in accordance with its terms or the board of directors of the Issuer changes its recommendation in favor of the approval of the Merger and the Merger Agreement.

The foregoing description of the Support Agreement is qualified in its entirety by reference to the full text of such agreement, which is filed as Exhibit B hereto and incorporated herein by reference.

Except as set forth in this Statement, no Reporting Person nor, to the best knowledge of the Reporting Persons, any of the persons named in Annex A attached hereto, has any present plans, proposals or intentions which would result in or relate to any of the transactions described in subparagraph (a) through (j) of Item 4 of Schedule 13D prior to the closing of the Merger. As part of planning for the operation of the business of the Issuer following closing of the Merger and the delisting and deregistration of the Common Stock, the Reporting Persons may evaluate a range of transactions and activities, including those of the type described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

(a) and (b).

On November 3, 2016, Alison D. Masters, on behalf of herself and all other similarly situated shareholders of the Issuer filed a complaint, subsequently amended on November 17, 2016 (the “Masters Complaint”) alleging that FR Bison, Merger Sub and FREIF II each acquired beneficial ownership (for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of the shares of Common Stock owned by the Stockholder (with shared voting power and shared dispositive power) as a result of the Support Agreement. In an Amendment to Schedule 13D filed by the Stockholder on December 7, 2016 (the “Stockholder Schedule 13D”), the Stockholder reported beneficial ownership of 1,040,640 shares of Common Stock, constituting, according to the Stockholder Schedule 13D, 9.9% of the outstanding Common Stock. The Reporting Persons disclaim beneficial ownership of any such shares, and nothing herein shall be deemed to be an admission by the Reporting Persons as to their beneficial ownership of such shares for purposes of Section 13(d) or 16 of the Exchange Act or for any other purpose.

Except as set forth above, neither the Reporting Person nor, to the best of the Reporting Person’s knowledge, any of the persons named in Annex A attached hereto, owns any shares of Common Stock.

(c) Except as set forth in this Statement, neither the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the persons named in Annex A attached hereto has engaged in any transaction during the past 60 days in any shares of Common Stock.

(d) The Reporting Persons do not have a right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock referred to in this Statement.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth in Item 3 and Item 4 of this Statement is hereby incorporated by reference.

Item 7. Material to Be Filed as Exhibits.



Exhibit A		Agreement and Plan of Merger, dated as of October 8, 2016, among Gas Natural Inc., FR Bison Holdings, Inc. and FR Bison Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 of Form 8-K of the Issuer, filed with the Securities and Exchange Commission on October 11, 2016).

Exhibit B		Support Agreement, dated as of October 10, 2016, by and between Anita G. Zucker, Trustee of the Article 6 Marital Trust, Under The First Amended and Restated Jerry Zucker Revocable Trust dated April 2, 2007 and FR Bison Holdings, Inc.

Exhibit C		Joint Filing Agreement

Exhibit D		Power of Attorney of William E. Macaulay

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: December 8, 2016


FR Bison Merger Sub, Inc.

By:		/s/ Matthew S. Raben
		Name: Matthew S. Raben
		Title: Vice President and Secretary

FR Bison Holdings, Inc.

By:		/s/ Matthew S. Raben
		Name: Matthew S. Raben
		Title: Vice President and Secretary

First Reserve Energy Infrastructure Fund II, L.P.

By: First Reserve Energy Infrastructure GP II, L.P., its general partner

By: First Reserve Energy Infrastructure GP II Limited, its general partner

By:		/s/ Matthew S. Raben
		Name: Matthew S. Raben
		Title: Director, Legal

First Reserve Energy Infrastructure GP II, L.P.

By: First Reserve Energy Infrastructure GP II Limited, its general partner

By:		/s/ Matthew S. Raben
		Name: Matthew S. Raben
		Title: Director, Legal

First Reserve Energy Infrastructure GP II Limited

By:		/s/ Matthew S. Raben
		Name: Matthew S. Raben
		Title: Director, Legal

William E. Macaulay

By:		/s/ Anne E. Gold
		Anne E. Gold, attorney-in-fact

Annex A

The name, business address and present principal occupation or employment of each of the executive officers and directors of (i) FR Bison Merger Sub, Inc. (“Merger Sub”), (ii) FR Bison Holdings, Inc. (“FR Bison”) and (iii) First Reserve Energy Infrastructure GP II Limited (“FREI GP II”) are set forth below. Each such person (the “Listed Persons”) is a citizen of the United States unless otherwise noted and does not have any other principal occupation (outside of similar positions held with respect to other entities directly or indirectly managed or advised by First Reserve):

Merger Sub and FR Bison


Name	Position	Business Address	Citizenship
Matthew S. Raben*	Vice President and Secretary	(1)	United States

Ryan A. Shockley*	President and Treasurer	(1)	United States

FREI GP II

Name	Position	Business Address
John Richard Barry	Managing Director	(3)	United Kingdom

James C. Berner	Managing Director	(1)	United States

Adi J. Blum	Managing Director	(1)	United States

Cathleen M. Ellsworth*	Managing Director	(1)	United States

Eduard B. Fidler	Director	(3)	Canadian

Mark B. Florian*	Managing Director	(1)	United States

Michael G. France*		(2)	United States

Anne E. Gold	Chief Compliance Officer, Secretary	(1)	United States

John A. Hill*	Managing Director	(1)	United States

Will Honeybourne*		(2)	United States

Alex T. Krueger*	President, Co-CEO	(1)	United States

William E. Macaulay**	Co-CEO	(1)	United States

Jeffrey K. Quake*		(1)	United States

Matthew S. Raben	Director, Legal	(1)	United States

Eduard Ruijs	Managing Director	(3)	Netherlands

Claudi Santiago	Chief Operating Officer, Managing Director	(3)	Spain

Mark S. Saxe	Managing Director	(2)	United States

Daren R. Schneider	Controller	(1)	United States

Alan G. Schwartz*	General Counsel, Managing Director	(1)	United States

Ryan A. Shockley	Managing Director	(1)	United States

Timothy F. Vincent	Director	(1)	United States

Joshua R. Weiner	Managing Director	(1)	United States

Neil A. Wizel*		(2)	United States

Jennifer C. Zarrilli*	Chief Financial Officer, Managing Director	(1)	United States

*	Board of Directors

Chairman

(1)

One Lafayette Place, Third Floor, Greenwich, CT 06830

(2)

600 Travis Street, Suite 6000, Houston, TX 77002

(3)

25 Victoria Street, London, England SW1H 0EX, United Kingdom

EXHIBIT INDEX


Exhibit A		Agreement and Plan of Merger, dated as of October 8, 2016, among Gas Natural Inc., FR Bison Holdings, Inc. and FR Bison Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 of Form 8-K of the Issuer, filed with the Securities and Exchange Commission on October 11, 2016).

Exhibit B		Support Agreement, dated as of October 10, 2016, by and between Anita G. Zucker, Trustee of the Article 6 Marital Trust, Under The First Amended and Restated Jerry Zucker Revocable Trust dated April 2, 2007 and FR Bison Holdings, Inc.

Exhibit C		Joint Filing Agreement

Exhibit D		Power of Attorney of William E. Macaulay

EX-99.B 2 d209908dex99b.htm EX-99.B EX-99.B

Exhibit B

Support Agreement

This Support Agreement (this “Agreement”) is made and entered into as of October 10, 2016, by and between the undersigned stockholder (“Stockholder”) of Gas Natural Inc., an Ohio corporation (the “Company”), and FR Bison Holdings, Inc., a Delaware corporation (“Parent”).

WHEREAS, in connection with the execution of this Agreement, the Company, Parent and FR Bison Merger Sub, Inc., an Ohio and wholly-owned subsidiary of Parent (“Merger Sub”), have entered, or will enter, into that certain Agreement and Plan of Merger of even date herewith (the “Merger Agreement”), providing for, among other things, the merger (the “Merger”) of Merger Sub and the Company pursuant to the terms and conditions of the Merger Agreement;

WHEREAS, as a condition to its willingness to enter into the Merger Agreement, Parent has required that Stockholder execute and deliver this Agreement; and

WHEREAS, in order to induce Parent to enter into the Merger Agreement, Stockholder is willing to make certain representations, warranties, covenants and agreements with respect to the 1,040,640 shares of common stock, $0.15 par value, of the Company (“Company Common Stock”) beneficially owned by Stockholder (the “Original Shares”) and, together with any additional shares of Company Common Stock pursuant to Section 6 hereof, the “Shares”.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1.	Definitions.

For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Merger Agreement.

2.	Representations of Stockholder.

Stockholder represents and warrants to Parent that:

(a) Stockholder owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all of the Original Shares free and clear of all pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever, other than any of the foregoing that would not present or delay such Stockholder’s ability to perform such Stockholder’s obligations hereunder, and (ii) except pursuant hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder is a party relating to the pledge, disposition or voting of any of the Original Shares and there are no voting trusts or voting agreements with respect to the Original Shares.

(b) Stockholder does not beneficially own any shares of Company Common Stock other than the Original Shares.

(c) Stockholder has full power and authority to enter into, execute and deliver this Agreement and to perform fully Stockholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms.

(d) None of the execution and delivery of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder with any of the provisions hereof will conflict with or result in a breach, or constitute a default (with or without notice of lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, law, ordinance rule or regulation applicable to Stockholder or to Stockholder’s property or assets.

(e) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity or other Person on the part of Stockholder is required in connection with the valid execution and delivery of this Agreement.

3.	Agreement to Vote Shares.

Stockholder agrees during the term of this Agreement to vote the Shares in favor of the Merger and the Merger Agreement, at every meeting of the stockholders of the Company at which such matters are considered and at every adjournment or postponement thereof unless the Company Board or a duly authorized committee thereof has made an Adverse Recommendation Change that has not been rescinded or otherwise withdrawn, in favor of the adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Merger.

4.	No Voting Trusts or Other Arrangement.

Stockholder agrees that Stockholder will not, and will not permit any entity under Stockholder’s control to, deposit any of the Shares in a voting trust, grant any proxies with respect to the Shares or subject any of the Shares to any arrangement with respect to the voting of the Shares other than agreements entered into with Parent.

5.	Transfer of the Shares

Nothing in this Agreement shall prohibit Stockholder from, directly or indirectly, transferring, selling, offering, exchanging, assigning, pledging or otherwise disposing of or encumbering (“Transfer”) any of the Shares or entering into any contract, option or other agreement with respect to a Transfer of any of the Shares or Stockholder’s voting or economic interest therein.

6.	Additional Shares.

Stockholder agrees that all shares of Company Common Stock that Stockholder purchases, acquires the right to vote or otherwise acquires beneficial ownership of after the execution of this Agreement shall be subject to the terms of this Agreement and shall constitute Shares for all purposes of this Agreement.

7.	Termination.

This Agreement shall terminate upon the earliest to occur of (i) the Effective Time, (ii) the date on which the Merger Agreement is terminated in accordance with its terms, (iii) the written agreement of Stockholder and Parent to terminate this Agreement or (iv) the date on which the Merger Agreement is amended unless Stockholder has agreed in writing to the continuation of the obligations contained in this Agreement.

8.	Specific Performance.

Each party hereto acknowledges that it will be impossible to measure in money the damage to the other party if a party hereto fails to comply with any of the obligations imposed by this Agreement, that every such obligation is material and that, in the event of any such failure, the other party will not have an adequate remedy at law or damages. Accordingly, each party hereto agrees that injunctive relief or other equitable remedy, in addition to remedies at law or damages, is the appropriate remedy for any such failure and will not oppose the seeking of such relief on the basis that the other party has an adequate remedy at law. Each party hereto agrees that it will not seek, and agrees to waive any requirement for, the securing or posting of a bond in connection with the other party’s seeking or obtaining such equitable relief.

9.	Entire Agreement.

This Agreement supersedes all prior agreements, written or oral, between the parties hereto with respect to the subject matter hereof and contains the entire agreement between the parties with respect to the subject matter hereof. This Agreement may not be amended or supplemented, and no provisions hereof may be modified or waived, except by an instrument in writing signed by both of the parties hereto. No waiver of any provisions hereof by either party shall be deemed a waiver of any other provisions hereof by such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party.

10.

Notices.

All notices and other communications under this Agreement shall be in writing and shall be deemed given (a) when delivered personally by hand (with written or electronic confirmation of receipt), (b) when sent by email (with written or electronic confirmation of transmission) or (c) one (1) business day following the day sent by an internationally recognized overnight courier (with written or electronic confirmation of receipt), in each case, at the following addresses and email addresses (or to such other address or email address as a Party may have specified by notice given to the other Party pursuant to this provision):

To Parent or Merger Sub:

c/o First Reserve Advisors LLC

One Lafayette Place

Greenwich, CT 06830

Attention: Matthew S. Raben

Email: mraben@firstreserve.com

with a copy (which shall not constitute notice) to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Attention: William E. Curbow

Email: wcurbow@stblaw.com

To Stockholder:

Anita G. Zucker, Trustee of the Article 6 Marital Trust, Under The First Amended and Restated Jerry Zucker Revocable Trust dated April 2, 2007

4838 Jenkins Avenue

North Charleston, SC 29405

Email: zuckera@intertechsc.com

with a copy (which shall not constitute notice) to:

The InterTech Group, Inc.

4838 Jenkins Avenue

North Charleston, SC 29405

Attention: Jeff Winkler

Email: winklerj@intertechsc.com

11.	Miscellaneous.

(a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of South Carolina without giving effect to any choice or conflict of law provision or rule.

(b) Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns shall be brought and determined exclusively in any court of competent jurisdiction located in Charleston County, South Carolina. Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 10 or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 11(b), (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by the applicable Law, any claim that (x) the suit, action or proceeding in such court is brought in an inconvenient forum, (y) the venue of such suit, action or proceeding is improper, or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11(c).

(d) If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

(e) This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

(f) Each party hereto shall execute and deliver such additional documents as may be necessary or desirable to effect the transactions contemplated by this Agreement.

(g) All Section headings herein are for convenience of reference only and are not part of this Agreement, and no construction or reference shall be derived therefrom.

(h) The obligations of Stockholder set forth in this Agreement shall not be effective or binding upon Stockholder until after such time as the Merger Agreement is executed and delivered by the Company, Parent and Merger Sub, and the parties agree that there is not and has not been any other agreement, arrangement or understanding between the parties hereto with respect to the matters set forth herein.

(i) Neither party to this Agreement may assign any of its rights or obligations under this Agreement without the prior written consent of the other party hereto. Any assignment contrary to the provisions of this Section 11(i) shall be null and void.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above.


FR BISON HOLDINGS, INC.:

By:		/s/ Ryan A. Shockley
Name: Ryan A. Shockley Title: President and Treasurer

STOCKHOLDER:

/s/ Anita G. Zucker Anita G. Zucker, Trustee of the Article 6 Marital Trust, Under The First Amended and Restated Jerry Zucker Revocable Trust dated April 2, 2007

EX-99.C 3 d209908dex99c.htm EX-99.C EX-99.C

Exhibit C

JOINT FILING AGREEMENT

PURSUANT TO RULE 13d-1(k)(1)

The undersigned acknowledge and agree that the Schedule 13D to which this agreement relates is filed on behalf of each of the undersigned and that all subsequent amendments to the Schedule 13D to which this agreement relates shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

Dated: December 8, 2016

[Signatures on following page]


FR Bison Merger Sub, Inc.

By:		/s/ Matthew S. Raben
		Name: Matthew S. Raben
		Title: Vice President and Secretary

FR Bison Holdings, Inc.

By:		/s/ Matthew S. Raben
		Name: Matthew S. Raben
		Title: Vice President and Secretary

First Reserve Energy Infrastructure Fund II, L.P.

By: First Reserve Energy Infrastructure GP II, L.P., its general partner

By: First Reserve Energy Infrastructure GP II Limited, its general partner

By:		/s/ Matthew S. Raben
		Name: Matthew S. Raben
		Title: Director, Legal

First Reserve Energy Infrastructure GP II, L.P.

By: First Reserve Energy Infrastructure GP II Limited, its general partner

By:		/s/ Matthew S. Raben
		Name: Matthew S. Raben
		Title: Director, Legal

First Reserve Energy Infrastructure GP II Limited

By:		/s/ Matthew S. Raben
		Name: Matthew S. Raben
		Title: Director, Legal

William E. Macaulay

By:		/s/ Anne E. Gold
		Anne E. Gold, attorney-in-fact

[Signature page to Joint Filing Agreement with respect to Gas Natural Inc.]

EX-99.D 4 d209908dex99d.htm EX-99.D EX-99.D

Exhibit D

POWER OF ATTORNEY

(LIMITED)

KNOW ALL MEN BY THESE PRESENTS, that I, WILLIAM E. MACAULAY of the Town/City of GREENWICH, County of FAIRFIELD, State of CONNECTICUT, reposing special trust and confidence in ANNE E. GOLD, of the Town of RYE, County of WESTCHESTER, State of NEW YORK and/or, ROBERT J. GALLAGHER, of the Town of RYE, County of WESTCHESTER, State of NEW YORK, have made, constituted and appointed, and by these presents do make, constitute and appoint each of the said ANNE E. GOLD and/or ROBERT J. GALLAGHER, my true and lawful attorney-in-fact and agent, both FOR ME PERSONALLY and in my name, place and stead, IN MY CAPACITY AS AN OFFICER OR DIRECTOR OF:

FRC FOUNDERS CORPORATION (“FOUNDERS”)

FIRST RESERVE CORPORATION, L.L.C. (“FRC”)

FIRST RESERVE PARTNERS LIMITED (“FRPL”)

FIRST RESERVE MANAGEMENT LIMITED (“FRML”)

FIRST RESERVE GP XIII LIMITED (“GP XIII”)

FIRST RESERVE GP XII LIMITED (“GP XII”)

FIRST RESERVE GP XI, INC. (“GP XI”)

FR XI OFFSHORE GP LIMITED (“OFFSHORE XI”)

FR HORIZON GP LIMITED (“FR HORIZON”)

FIRST RESERVE GP X, INC. (“GP X”)

FR X OFFSHORE GP LIMITED (“OFFSHORE X”)

FIRST RESERVE ENERGY INFRASTRUCTURE GP LIMITED (“FREI”)

FIRST RESERVE ENERGY INFRASTRUCTURE GP II LIMITED (“FREI II”)

FIRST RESERVE OLD CLEM GP LIMITED (“CLEM”)

FIRST RESERVE OLD CLEM GP II LIMITED (“CLEM II”)

FR DGE III ALTERNATIVE B GP, LTD. (“DGE III”)

FIRST RESERVE UPSTREAM ANNEX GP, INC. (“ANNEX”)

or any entity of which any the foregoing is the direct or indirect general partner or for which any of the foregoing otherwise has the authority to act (collectively with FOUNDERS, FRC, FRPL, FRML, GP XIII, GP XII, GP XI, OFFSHORE XI, FR HORIZON, GP X, OFFSHORE X, FREI, FREI II, CLEM, CLEM II, DGE III, and ANNEX the “First Reserve Entities”), with full power and authority to do and perform each and every act necessary, as fully as I might do if personally present, to accomplish and complete the following acts or transactions:

1. With respect to any entity in which any First Reserve Entities have an investment (each a “Company”), sign on my behalf, any and all filings (including filings with the Securities and Exchange Commission), agreements, notices or documents arising from, or related to any Company, including, (a) any holdings or investments of any First Reserve Entities in any Company; and (b) any holdings or investments of mine in any Company.

2. Seek or obtain, as my representative and on my behalf, from any third party, including brokers, employee benefit plan administrators and trustees, information on transactions involving any Company or the securities of any Company, and I hereby authorize any such persons to release any such information to either attorney-in-fact designated hereunder and approve and ratify any such release of information; and

3. Perform any and all other acts which in the discretion of either such attorney-in-fact are necessary or desirable for and on my behalf in connection with the foregoing.

I acknowledge that:

(a) this Power of Attorney authorizes, but does not require, either such attorney-in-fact to act in his or her discretion on information provided to either such attorney-in-fact without independent verification of such information;

(b) any documents prepared and/or executed by either such attorney-in-fact on my behalf pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as either such attorneys-in-fact, in his or her discretion, deems necessary or desirable;

(c) neither such attorney-in-fact nor any Company assumes (i) any liability for my responsibility to comply with the requirements of any law or regulation, including without limitation the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act of 1934, as amended (the “Exchange Act”), or (ii) any liability of mine for any failure to comply with such requirements; and

(d) this Power of Attorney does not relieve me from responsibility for compliance with my obligations under any law or regulation, including without limitation the requirements under the Securities Act and the Exchange Act.

I hereby give and grant ANNE E. GOLD and/or ROBERT J. GALLAGHER, in the capacity set forth above, full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as I might or could do if present, hereby ratifying all that either such attorney-in-fact of, for and on my behalf, shall lawfully do or cause to be done by virtue of this Power of Attorney.

[Remainder of Page Intentionally Blank]

This POWER OF ATTORNEY shall remain in effect until revoked and shall not be affected by disability of the Principal.

EXECUTED this 8th Day of December, 2016

/s/ William E. Macaulay

STATE OF CONNECTICUT )

)SS. Greenwich

COUNTY OF FAIRFIELD)

The foregoing instrument was acknowledged before me this 8th day of December, 2016, by William E. Macaulay, the Principal.

Witness my hand and official seal: Wendy Chauncey, Notary /s/ Wendy Chauncey

My commission expires: October 31, 2017

/s/ Anne E. Gold

Specimen Signature of Agent-Attorney

Anne E. Gold

/s/ Robert J. Gallagher

Specimen Signature of Agent-Attorney

Robert J. Gallagher