Net Proceeds from Offering to be Used to Redeem the Issuer's
Outstanding Senior Notes due 2022 in Full, Repay Outstanding
Amounts under the Issuer's Credit Facility and Other General
Corporate Purposes
Issuer Announces Extension of Term Loan Agreement
LAS
VEGAS, March 23, 2022 /PRNewswire/ -- Southwest
Gas Holdings, Inc. (NYSE: SWX) (the "Company") announced today that
Southwest Gas Corporation (the "Issuer"), a wholly owned subsidiary
of the Company, successfully issued $600
million of 10-year debt at 4.05% and extended $250 million of current debt maturities.
The Issuer completed a public offering of $600 million
aggregate principal amount of 4.05% Senior Notes due 2032 (the
"Notes"). The Issuer received net proceeds from the sale of the
Notes of approximately $592.7
million, after deducting underwriting discounts and
estimated offering expenses payable by the Issuer. The Issuer
intends to use the net proceeds from the offering to redeem the
Issuer's outstanding 3.875% Senior Notes due 2022 in full, to repay
the outstanding amounts under the Issuer's credit facility and the
remainder for general corporate purposes. The Notes were issued in
a registered offering under the Securities Act of 1933, as amended,
pursuant to an effective shelf registration statement on Form S-3
(File No. 333-251074-01) filed with the Securities and Exchange
Commission on December 2, 2020. You
may obtain copies of the prospectus supplement and accompanying
prospectus relating to the offering without charge at
www.sec.gov.
The Company also announced today that the Issuer has entered
into an amendment to its Term Loan Agreement, dated as of
March 23, 2021 (the "Amended Term
Loan Agreement"), with certain lenders, book runners and
syndication agents and The Bank of New York Mellon, as
Administrative Agent. The Amended Term Loan Agreement, among other
things, extends the maturity date of the term loan to March 21, 2023 and replaces London Interbank
Offered Rate interest rate benchmarks with Secured Overnight
Financing Rate interest rate benchmarks. As of March 21, 2022, approximately $250 million in aggregate principal amount was
outstanding under the term loan provided for under the Term Loan
Agreement.
The Company has filed a Form 8-K with the U.S. Securities and
Exchange Commission containing the details of the closing of the
public offering and the Amended Term Loan Agreement.
This announcement does not constitute an offer to sell, or a
solicitation of an offer to buy, any security and does not
constitute an offer, solicitation or sale of any security in any
jurisdiction in which such offer, solicitation or sale would be
unlawful. This press release does not constitute a notice of
redemption for the 3.875% Senior Notes due 2022. Any such notice
will only be made pursuant to the indenture governing such
notes.
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.
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" or "Southwest Gas") and
its wholly owned subsidiary, Southwest Gas Corporation, 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 Group, Inc. ("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 Pipelines Holding Company ("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 & Company, Inc. or
MountainWest. Factors that could cause actual results to differ
also include (without limitation) those discussed under the heading
"Risk Factors" in Southwest Gas Holdings, Inc.'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.
Contacts
For investor information, contact: Boyd
Nelson, (702) 876-7237, boyd.nelson@swgas.com; or Innisfree
M&A Incorporated, Scott
Winter/Jennifer
Shotwell/Jon Salzberger,
(212) 750-5833.
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.