LAS VEGAS, March 7, 2022 /PRNewswire/ -- Southwest
Gas Holdings, Inc. (NYSE: SWX) ("Southwest Gas") today issued the
following statement in response to a publicly released letter from
Carl C. Icahn.
We are moving forward
expeditiously to complete the separation of Centuri within 9 to 12
months because we believe that this is the optimal time to create
two strong independent companies. Centuri is expected to achieve a
premium valuation among peers due to its attractive,
investment-grade utility customer base and track record of
significant EBITDA growth. Upon fully separating Centuri, our
company will be a pure-play, fully regulated natural gas business
with strong regulatory relationships that underpinned near-record
growth in revenues and rate base in 2021. The recently acquired
regulated pipeline business, MountainWest, provides a complementary
and compelling suite of high-return assets to generate substantial
cashflows and earnings accretion. Our regulated natural gas
operations enjoy unique strength and stability and we are confident
in our ability to obtain permanent financing on attractive terms
and to lower our future borrowing costs as a pure-play regulated
entity.
About Southwest Gas Holdings, Inc.
Southwest Gas Holdings, Inc., through its subsidiaries, engages
in the business of purchasing, distributing and transporting
natural gas, and providing comprehensive utility infrastructure
services across North America.
Southwest Gas Corporation, a wholly owned subsidiary, safely and
reliably delivers natural gas to over two million customers in
Arizona, California and Nevada. The Company's MountainWest subsidiary
provides natural gas storage and interstate pipeline services
within the Rocky Mountain region. Centuri Group, Inc., a wholly
owned subsidiary, is a strategic infrastructure services company
that partners with regulated utilities to build and maintain the
energy network that powers millions of homes and businesses across
the United States and Canada.
How to Find Further Information
This communication does not constitute a solicitation of any
vote or approval in connection with the 2022 annual meeting of
stockholders of Southwest Gas Holdings, Inc. (the "Company") (the
"Annual Meeting"). In connection with the Annual Meeting, the
Company has filed a preliminary proxy statement and will file a
definitive proxy statement with the U.S. Securities and Exchange
Commission ("SEC"), which the Company will furnish, with any other
relevant information or documents, to its stockholders in
connection with the Annual Meeting. BEFORE MAKING ANY VOTING
DECISION, WE URGE STOCKHOLDERS TO READ THE PROXY STATEMENT
(INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND WHITE PROXY
CARD AND OTHER DOCUMENTS WHEN SUCH INFORMATION IS FILED WITH THE
SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY
AND THE ANNUAL MEETING. The proposals for the Annual Meeting
will be made solely through the definitive proxy statement.
In addition, a copy of the definitive proxy statement (when it
becomes available) may be obtained free of charge from
www.swgasholdings.com/proxymaterials. Security holders also
will be able to obtain, free of charge, copies of the proxy
statement and any other documents filed by Company with the SEC in
connection with the Annual Meeting at the SEC's website at
http://www.sec.gov, and at the companies' website at
www.swgasholdings.com.
Important Information for Investors and
Stockholders: This communication does not
constitute an offer to buy or solicitation of an offer to sell any
securities. In response to the tender offer for the shares of the
Company commenced by IEP Utility Holdings LLC and Icahn Enterprises
Holdings L.P., the Company has filed a solicitation/recommendation
statement on Schedule 14D-9 with the SEC. INVESTORS AND
STOCKHOLDERS OF SOUTHWEST GAS HOLDINGS ARE URGED TO READ THE
SOLICITATION/RECOMMENDATION STATEMENT AND OTHER DOCUMENTS FILED
WITH THE SEC CAREFULLY IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Investors and stockholders may obtain a free
copy of these documents free of charge at the SEC's website at
www.sec.gov, and at the Company's website at
www.swgasholdings.com. In addition, copies of these materials
may be requested from the Company's information agent, Innisfree
M&A Incorporated, toll-free at (877) 825-8621.
Forward-Looking Statements: This press
release contains forward-looking statements within the meaning of
the U.S. Private Securities Litigation Reform Act of 1995, Section
27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. Such statements
include, without limitation, statements regarding Southwest Gas
Holdings, Inc. (the "Company") and the Company's expectations or
intentions regarding the future. These forward-looking statements
can often be identified by the use of words such as "will",
"predict", "continue", "forecast", "expect", "believe",
"anticipate", "outlook", "could", "target", "project", "intend",
"plan", "seek", "estimate", "should", "may" and "assume", as well
as variations of such words and similar expressions referring to
the future, and include (without limitation) statements regarding
expectations with respect to a separation of Centuri, the future
performance of Centuri, Southwest Gas's dividend ratios and
Southwest Gas's future performance. A number of important factors
affecting the business and financial results of the Company could
cause actual results to differ materially from those stated in the
forward-looking statements. These factors include, but are not
limited to, the timing and amount of rate relief, changes in rate
design, customer growth rates, the effects of
regulation/deregulation, tax reform and related regulatory
decisions, the impacts of construction activity at Centuri, whether
we will separate Centuri within the anticipated timeframe and the
impact to our results of operations and financial position from the
separation, the potential for, and the impact of, a credit rating
downgrade, the costs to integrate MountainWest, future earnings
trends, inflation, sufficiency of labor markets and similar
resources, seasonal patterns, the cost and management attention of
ongoing litigation that the Company is currently engaged in, the
effects of the pending tender offer and proxy contest brought by
Carl Icahn and his affiliates, and
the impacts of stock market volatility. In addition, the Company
can provide no assurance that its discussions about future
operating margin, operating income, COLI earnings, interest
expense, and capital expenditures of the natural gas distribution
segment will occur. Likewise, the Company can provide no assurance
that discussions regarding utility infrastructure services segment
revenues, EBITDA as a percentage of revenue, and interest expense
will transpire, nor assurance regarding acquisitions or their
impacts, including management's plans or expectations related
thereto, including with regard to Riggs
Distler or MountainWest. Factors that could cause actual
results to differ also include (without limitation) those discussed
under the heading "Risk Factors" in the Company's most recent
Annual Report on Form 10-K and in the Company's and Southwest Gas
Corporation's current and periodic reports, including our Quarterly
Reports on Form 10-Q, filed from time to time with the SEC. The
statements in this press release are made as of the date of this
press release, even if subsequently made available by the Company
on its Web site or otherwise. The Company does not assume any
obligation to update the forward-looking statements, whether
written or oral, that may be made from time to time, whether as a
result of new information, future developments, or
otherwise.
Participants in the Solicitation: The directors
and officers of the Company may be deemed to be participants in the
solicitation of proxies in connection with the Annual
Meeting. Information regarding the Company's directors and
officers and their respective interests in the Company by security
holdings or otherwise is available in its most recent Annual Report
on Form 10-K filed with the SEC and its most recent definitive
Proxy Statement on Schedule 14A filed with the SEC.
Additional information regarding the interests of such potential
participants is or will be included in the proxy statement for the
Annual Meeting and other relevant materials to be filed with the
SEC, when they become available.
Contacts
For stockholders information, contact: Boyd Nelson (702) 876-7237
boyd.nelson@swgas.com
For media information, contact: Sean
Corbett (702) 876-7219 sean.corbett@swgas.com; or
Joele Frank, Wilkinson Brimmer Katcher, Dan Katcher /
Tim Lynch, (212) 355-4449
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SOURCE Southwest Gas Holdings, Inc.