This Amendment No. 8 (this “Amendment”) amends and supplements the
Tender Offer Statement on Schedule TO, originally filed with the Securities and Exchange Commission (the “SEC”) on October 27, 2021 (as hereby amended and supplemented and together with any subsequent amendments and supplements
thereto, this “Schedule TO”), which relates to the tender offer by IEP Utility Holdings LLC, a Delaware limited liability company (the “Offeror”), to purchase any and all of the issued and outstanding shares of the
common stock, par value $1.00 per share (the “Common Stock”), of Southwest Gas Holdings, Inc., a Delaware corporation (the “Company” or “Southwest Gas”), including the associated rights issued
pursuant to the Rights Agreement, dated October 10, 2021 (as it may be amended from time to time, the “Rights Agreement”), between the Company and Equiniti Trust Company, as rights agent, that are issued and outstanding (the
“Rights” and, together with the Common Stock, the “Shares”), for $75.00 per Share in cash, without interest, less any applicable withholding taxes (the “Offer Price”), upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated October 27, 2021 (the “Offer to Purchase”), the related letter of transmittal (the “Letter of Transmittal”), and the Notice of Guaranteed Delivery (the
“Notice of Guaranteed Delivery”, which, together with the Offer to Purchase, the Letter of Transmittal and the other related materials, as each may be amended or supplemented from time to time, constitutes the
“Offer”), copies of which were previously filed with the Schedule TO.
This Amendment is being filed to amend and
supplement the Schedule TO. Except as amended hereby to the extent specifically provided herein, all terms of the Offer and all other disclosures set forth in the Schedule TO and the Exhibits thereto remain unchanged and are hereby expressly
incorporated into this Amendment by reference. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Schedule TO and the Offer to Purchase.
The Schedule TO is hereby amended and supplemented as follows:
Items 1 through 11
The information
set forth in Section 18 of the Offer to Purchase, entitled “Legal Proceedings,” and Items 1 through 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are
hereby amended and supplemented by replacing the disclosure under Section 18 in its entirety with the following:
“Certain
Litigation Matters. On November 18, 2021, City Pension Fund for Firefighters and Police Officers in the City of Miami Beach filed a Verified Class Action Complaint (the “Complaint”) against Southwest Gas and the
current members of its board of directors in the Court of Chancery of the State of Delaware, C.A. No. 2021-0990. The Complaint asserts a claim for breach of fiduciary duty on behalf of a class of Southwest Gas stockholders. It alleges that the
Southwest Gas board omitted material information from Southwest Gas’ Schedule 14D-9 filed with the SEC on November 9, 2021, in which the Southwest Gas board of directors recommended that Southwest
Gas stockholders reject the Offer. The Complaint alleges that the Southwest Gas board of directors relied on the opinions of Lazard Freres & Co. LLC and Moelis & Company LLC, both of whom opined that the Offer was inadequate from a
financial point of view (the “Inadequacy Opinions”). The Complaint further alleges that the Schedule 14D-9 should have disclosed the financial analyses underlying the opinions and that such
omission was material. The Complaint seeks, among other things, a declaration that the Southwest Gas board of directors breached its fiduciary duties; an order directing the defendants to disclose all material information relating to the Offer,
including a summary of the analyses underlying the Inadequacy Opinions; an accounting of all damages as a result of the wrongs alleged in the Complaint; and an award of attorneys’ fees and costs.”
Item 12. Exhibits.
Item 12 of the
Schedule TO is hereby amended and supplemented by adding the following exhibit:
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Exhibit Number
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Exhibit
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(a)(1)(Q)
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Complaint filed by the City Pension Fund for Firefighters and Police Officers in the City of Miami Beach, on November 18, 2021, in the Court of Chancery of the State of Delaware (filed herewith)
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