This Amendment No. 15 (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”), the Notice of Guaranteed Delivery (the
“Notice of Guaranteed Delivery”), and the Supplement to the Offer to Purchase (the “Supplement to the Offer”), 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”).
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 9 and Item 11
1. The Offer to Purchase,
the Supplement to the Offer and Items 1, 4 and 11 of the Schedule TO are hereby amended and supplemented by adding the following text thereto:
“On February 23, 2022, the Offeror announced an extension of the Expiration Date of the Offer until 12:00 midnight, New York City
time, on Wednesday, March 23, 2022, unless the Offer is extended (such date and time, as it may be extended, the “Expiration Date”) or earlier terminated in the event that a condition to the Offer becomes incapable of being
satisfied. The Offer was previously scheduled to expire at 12:00 midnight, New York City time, on February 23, 2022.
The Depositary
has advised the Offeror that, as of 5:00 p.m., New York City time, on February 22, 2022, the last business day prior to the announcement of the extension of the Offer, approximately 8,226,869 Shares have been validly tendered pursuant to the
Offer and not properly withdrawn, representing approximately 13.6% of the outstanding Shares. Of the Shares so tendered, 229,208 Shares were tendered pursuant to guaranteed delivery procedures.
The full text of the press release announcing the extension of the Offer is attached hereto as Exhibit (a)(1)(Z) and is incorporated herein by
reference.”
2. The Offer to Purchase, the Supplement to the Offer and Items 1 through 9 and Item 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 as set forth below:
All
descriptions and references in respect of the Expiration Date in the Offer to Purchase (Exhibit (a)(1)(A)), Letter of Transmittal (Exhibit (a)(1)(B)), Notice of Guaranteed Delivery (Exhibit (a)(1)(C)), Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees (Exhibit (a)(1)(D)), Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(E)), and the Supplement to the Offer to Purchase (Exhibit (a)(1)(T)) are
hereby amended to reflect an extension of the Expiration Date from “12:00 midnight, New York City time, on February 23, 2022,” to “12:00 midnight, New York City time, on Wednesday, March 23, 2022.”