LAS VEGAS, June 29, 2021 /PRNewswire/ -- Southwest Gas
Holdings, Inc. (NYSE: SWX) announced today that its wholly-owned
subsidiary, Centuri Group, Inc. ("Centuri"), has entered into a
definitive agreement under which Centuri will acquire Riggs Distler
& Company, Inc. and its affiliates ("Riggs Distler"). Founded
in 1909, and based in Cherry Hill, New
Jersey, Riggs Distler has extensive relationships and
long-term Master Service Agreements (MSA) with nearly all of the
major investor-owned electric utilities in the Northeast and
Mid-Atlantic regions and provides unionized installation and repair
services to its utility customers.
"This is an exciting and transformational acquisition for
Centuri that will grow and diversify its utility services platform,
while opening up exciting new opportunities in electric utility
services, renewable energy, and 5G telecom," said John P. Hester, President and Chief Executive
Officer of Southwest Gas Holdings. "Consistent with our excellent
track record from prior acquisitions, we are confident this
transaction will deliver significant growth opportunities for
Centuri and long-term value for Southwest Gas Holdings shareholders
by building upon our fundamental business strategies of operational
excellence, strategic growth, and financial stewardship across both
segments of our business. In addition, the Riggs Distler
acquisition will further enhance the powerful synergy of knowledge
gained and shared through front-line experience in diverse
geographic markets across our utility and infrastructure
platforms."
Under the terms of the transaction, Centuri will acquire a 100%
ownership interest in Riggs Distler for $855
million in cash subject to customary adjustments, including
working capital. The all-cash purchase is expected to be fully
funded by new Centuri debt.
The transaction, which is expected to be accretive to SWX
earnings in the first full year following its completion, will
broaden Centuri's electric services platform to include 5G telecom
and renewables services, where Riggs Distler helps utility
customers design, build and integrate essential decarbonization
solutions including deployment of smart meters, electric vehicle
charging stations, battery storage and microgrids. The
acquisition will expand Centuri's operating footprint into new
markets in the Northeast and Mid-Atlantic region and allow it to
serve additional customers with an increased array of complementary
capabilities and partner with those customers on their long-term
programmatic infrastructure spending plans. The transaction
also will enhance Centuri's utility service offerings for existing
customers, further positioning the combined companies for future
growth.
Paul M. Daily, President and
Chief Executive Officer of Centuri, said, "Our targeted acquisition
strategy has prioritized expanding our unionized electric utility
services, geographic reach and customer base, and this transaction
meets all of our criteria. Riggs Distler is an exceptional company
with a strong, seasoned leadership team and substantial growth
trajectory. This is an excellent opportunity to expand our
services, and importantly, to add a unionized electric utility
services platform to our current utility infrastructure portfolio,
materially advancing our goal to provide 360 degrees of service to
our utility infrastructure customers. We believe there are
substantial growth opportunities for the combined organizations,
and we are committed to providing the resources and operational
support to ensure a highly successful partnership."
Stephen Zemaitatis Jr., President
and Chief Executive Officer of Riggs Distler, said, "We are proud
to join Centuri, a company that shares our century old core values
of commitment to safety, operational excellence, and delivering
high quality, competitive, and essential services to customers.
United, we will benefit from greater financial strength, growth and
diversification. We look forward to creating long-term value for
all stakeholders, including world-class service for our customers
and solid opportunities for our employees."
The transaction is expected to close in the third quarter of
2021, subject to Hart Scott Rodino clearance and other customary
closing conditions. Following the close of the transaction, Riggs
Distler will operate as a standalone subsidiary of Centuri within
its Power Group and will continue to be led by Mr. Zemaitatis and
its current senior leadership team.
Southwest Gas Holdings will host a conference call with analysts
today at 8:30 a.m. EDT / 5:30 a.m. PDT. To listen to the conference call
via the Internet, please visit the investor relations section of
Southwest Gas Holdings' website. To listen to the conference call
via telephone, please call (877) 419-3678 (domestic) or (614)
610-1910 (international), Conference ID: 2489927. A replay of the
call will be available from 12:00 p.m EDT on June 29, 2021 through 12:00 p.m. EDT on July 9,
2021. To listen to the replay of the conference call via
telephone, please call (855) 859-2056 (domestic) or (404) 537-3406
(international), Conference ID: 2489927.
UBS Investment Bank served as the exclusive financial advisor to
Centuri, while the firm of Foley & Lardner, LLP served as legal
advisors to Centuri on the transaction. Morrison & Foerster LLP
served as legal advisor to Southwest Gas Holdings. Harris Williams & Co. served as financial
advisor to Riggs Distler and Kirkland & Ellis LLP as legal
counsel.
About Southwest Gas Holdings, Inc.
Southwest Gas
Holdings has two business segments:
Southwest Gas Corporation provides safe and reliable natural gas
service to over 2 million customers in Arizona, California and Nevada.
Centuri Group, Inc. is a comprehensive utility infrastructure
services enterprise dedicated to delivering a diverse array of
solutions to North America's gas
and electric providers.
About Riggs Distler & Co., Inc.
Founded in 1909,
Riggs Distler self-performs turnkey union construction solutions in
the utility, telecom, and industrial markets in the Northeast and
Mid-Atlantic regions.
Forward-Looking Statements
This press release may
include "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. The ultimate
occurrence of events and results referenced in these
forward-looking statements is subject to known and unknown risks,
uncertainties, and other factors that may cause the actual results
or performance to differ from those projected in the
forward-looking statement. Among others, these statements relate to
the anticipated acquisition of Riggs Distler, the anticipated
timing for closing the transaction, the anticipated timing and
impact to our earnings, our expectations regarding our ability to
integrate Riggs Distler, and our expectations with respect to the
impact of the Riggs Distler acquisition on our Centuri
infrastructure business. No assurance can be given that the Riggs
Distler acquisition will be completed on the terms described, or at
all, or that we will achieve the anticipated benefits. Completion
of the Riggs Distler acquisition is subject to numerous risks and
conditions, many of which are beyond the control of the Company,
including market conditions, general economic conditions and other
factors, including those set forth under the heading "Risk Factors"
in the Company's Annual Report on Form 10-K for the year ended
December 31, 2020, and those set
forth in the Company's other reports and information filed with the
SEC, which are accessible on the SEC's website at www.sec.gov.
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SOURCE Southwest Gas Holdings, Inc.