PHOENIX, June 29, 2021 /PRNewswire/ -- Centuri Group,
Inc. ("Centuri"), a wholly-owned subsidiary of Southwest Gas
Holdings, Inc. (NYSE: SWX), today announced it has entered into a
definitive agreement to 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.
The addition of Riggs Distler
provides Centuri a strong union electric platform and allows the
Company to provide new service offerings to combination utility
customers. The acquisition expands Centuri's geographic reach and
union electric platform with virtually no overlap in existing
customer base.
Paul M. Daily, President and
Chief Executive Officer of Centuri, said, "Riggs Distler is an exceptional company with a
seasoned, energetic leadership team and substantial growth
opportunities in electric services, renewable energy, and 5G
telecom. This is a transformational transaction for Centuri that
adds a unionized electric services platform to our current utility
infrastructure portfolio, significantly advancing our goal to
encompass our customer's growing needs by providing 360 degrees of
service."
In addition to its turnkey solutions for utility providers,
Riggs Distler is the only provider
in the region with a full suite of civil, mechanical, electrical
and fabrication capabilities. Their addition to the Centuri
enterprise brings additional opportunities in 5G telecom and
renewable power generation, further advancing both companies'
commitments to support clean energy delivery and reduce carbon
emissions. As a long-standing member of the communities in which it
operates, Riggs Distler's
established community engagement programs align with Centuri's
guiding principles and commitment to giving back.
"Riggs Distler has established
itself as the region's premier utility services contractor for more
than 100 years. We are excited about the path ahead for the
combined organization, which leads to an even brighter future with
more career opportunities for our combined employee strength of
over 10,500," said Daily.
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 deepening our customer relationships and creating
meaningful opportunities for our employees as part of the Centuri
family."
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 is expected to close in Q3 2021, after which
Riggs Distler will operate as a
standalone subsidiary of Centuri within the company's Power Group.
Mr. Zemaitatis and the current Riggs
Distler senior leadership team will continue to lead the
company.
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.
Wells Fargo has provided a debt
financing commitment for new senior secured credit facilities to
fund the full purchase price and refinance existing
indebtedness.
About Centuri Group, Inc.
Centuri is a comprehensive
utility infrastructure services enterprise dedicated to delivering
a diverse array of solutions to North
America's gas and electric providers. Through sound
investment, shared services, and an unwavering commitment to the
safety of our employees and the communities we serve, Centuri
supports the performance of its operating companies across the U.S.
and Canada.
https://nextcenturi.com/
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.
https://riggsdistler.com/
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SOURCE Centuri Group, Inc.