Amended Tender Offer Statement by Third Party (sc To-t/a)
March 07 2022 - 4:33PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 17)
SOUTHWEST GAS
HOLDINGS, INC.
(Name of Subject Company)
IEP UTILITY HOLDINGS LLC
ICAHN ENTERPRISES HOLDINGS L.P.
ICAHN ENTERPRISES L.P.
ICAHN ENTERPRISES G.P. INC.
BECKTON CORP.
CARL C.
ICAHN
(Names of Filing Persons) (Offerors))
Common Stock, par value $1.00 per share
(Title of Class of Securities)
844895102
(CUSIP Number
of Class of Securities)
Jesse Lynn, Esq.
Icahn Enterprises L.P.
16690 Collins Avenue, Suite PH-1
Sunny Isles Beach, FL 33160
(305) 422-4100
(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications
on Behalf of Filing Persons)
CALCULATION OF FILING FEE
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Transaction Valuation* |
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Amount of Filing Fee** |
$4,311,480,600.00 |
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$399,675 |
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The calculation of the Transaction Valuation is based on 60,385,084 Shares outstanding as of October 29,
2021, as disclosed by Southwest Gas Holdings, Inc. in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, as filed with the Securities and Exchange Commission (the
SEC) on November 9, 2021. Estimated solely for purposes of calculating the filing fee pursuant to Rule 0-11(d) under the Securities Exchange Act of 1934, as amended (the
Exchange Act). The Transaction Valuation reflects the product of (A) 57,486,408, which is the total number of shares of common stock, $1.00 par value per share, of Southwest Gas Holdings, Inc. outstanding (the
Shares), which are not beneficially owned by affiliates of IEP Utility Holdings LLC (calculated as the difference between 60,385,084, the total number of outstanding Shares, and 2,898,676, the number of Shares that are
beneficially owned by affiliates of IEP Utility Holdings LLC) and (B) $75.00, which is the per Share tender offer price. |
** |
The amount of the filing fee was calculated in accordance with
Rule 0-11 of the Exchange Act and Fee Rate Advisory # 1 for Fiscal Year 2022 issued by the SEC, by multiplying the Transaction Valuation by 0.0000927. |
☒ |
Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its
filing. |
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Amount Previously Paid: |
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$399,675 |
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Filing Party: |
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IEP Utility Holdings LLC |
Form of Registration No.: |
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Schedule TO |
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Date Filed: |
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October 27, 2021 |
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Check the box if the filing relates solely to preliminary communications made before the commencement of a
tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
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third-party tender offer subject to Rule 14d-1
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issuer tender offer subject to Rule 13e-4 |
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going-private transaction subject to Rule 13e-3
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amendment to Schedule 13D under Rule 13d-2 |
Check the following box if the filing is a final amendment reporting the results of the tender offer. ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
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This Amendment No. 17 (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:
Item 12. Exhibits.
Item 12 of the Schedule TO is
hereby amended and supplemented by adding the following exhibit thereto:
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Exhibit Number |
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Exhibit |
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(a)(1)(BB) |
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Letter to Stockholders of Southwest Gas Holdings, Inc., dated March 7, 2022 (filed herewith) |
SIGNATURES
After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certify that the information set forth in
this statement is true, complete and correct.
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Date: March 7, 2022 |
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IEP UTILITY HOLDINGS LLC |
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By: |
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/s/ Ted Papapostolou |
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Name: Ted Papapostolou |
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Title: Chief Financial Officer |
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ICAHN ENTERPRISES HOLDINGS L.P. |
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By: Icahn Enterprises G.P. Inc., its general partner |
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By: |
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/s/ Ted Papapostolou |
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Name: Ted Papapostolou |
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Title: Chief Financial Officer |
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ICAHN ENTERPRISES L.P. |
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By: Icahn Enterprises G.P. Inc., its general partner |
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By: |
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/s/ Ted Papapostolou |
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Name: Ted Papapostolou |
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Title: Chief Financial Officer |
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ICAHN ENTERPRISES G.P. INC. |
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By: |
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/s/ Ted Papapostolou |
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Name: Ted Papapostolou |
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Title: Chief Financial Officer |
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BECKTON CORP. |
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By: |
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/s/ Irene March |
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Name: Irene March
Title: Vice President |
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/s/ Carl C. Icahn |
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Carl C. Icahn |
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