Centuri Announces Launch of Secondary Public Offering of Common Stock
May 20 2025 - 5:04PM
Business Wire
Centuri Holdings, Inc. (NYSE: CTRI) (“Centuri” or the “Company”)
today announced the commencement of an underwritten secondary
public offering of 9,000,000 shares of Centuri’s common stock by
Southwest Gas Holdings, Inc. (“Southwest Gas”) as selling
stockholder (the “Offering”). Southwest Gas also expects to grant
the underwriters a 30-day option to purchase up to an additional
1,350,000 shares of Centuri’s common stock.
In addition to the shares of Centuri’s common stock sold in the
Offering, Southwest Gas announced that Icahn Partners and Icahn
Partners Master Fund LP, investment entities affiliated with Carl
C. Icahn, will purchase an aggregate of $50 million in shares of
Centuri’s common stock from Southwest Gas in a concurrent private
placement at a price per share equal to the Offering price per
share. The concurrent private placement is expected to close
immediately following the closing of the Offering and is subject to
the satisfaction or waiver of customary closing conditions,
including the completion of the Offering. The sale of these shares
will not be registered under the Securities Act of 1933, as amended
(the “Securities Act”). The closing of the Offering is not
conditioned upon the closing of the concurrent private
placement.
Centuri is not selling any shares of common stock in the
proposed Offering or the concurrent private placement and will not
receive any proceeds from the sale of the shares being offered by
Southwest Gas.
J.P. Morgan, UBS Investment Bank and Wells Fargo Securities are
acting as joint lead book-running managers for the proposed
Offering. BofA Securities and Moelis & Company are acting as
book-running managers for the proposed Offering.
A registration statement on Form S-3 relating to the securities
being sold in the proposed Offering has been filed with and
declared effective by the U.S. Securities and Exchange Commission
(the “SEC”) and is available on the SEC’s website at www.sec.gov.
The proposed Offering will be made only by means of a prospectus
supplement and accompanying prospectus that forms a part of the
registration statement, copies of which may be obtained, when
available, by request from: J.P. Morgan Securities LLC, c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
NY 11717, by email at prospectus-eq_fi@jpmchase.com and
postsalemanualrequests@broadridge.com; UBS Securities LLC,
Attention: Prospectus Department, 1285 Avenue of the Americas, New
York, NY 10019, or by email at ol-prospectus-request@ubs.com; or
Wells Fargo Securities, LLC, Attention: Wells Fargo Securities, 90
South 7th Street, 5th Floor, Minneapolis, MN 55402, at 800-645-3751
(option #5) or email a request to
WFScustomerservice@wellsfargo.com.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction. Any offers, solicitations or offers to buy,
or any sales of securities will be made in accordance with the
registration requirements of the Securities Act.
About Centuri
Centuri Holdings, Inc. is a strategic utility 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, and Section 21E of the
Securities Exchange Act of 1934, as amended. 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. The specific forward-looking statements made herein
include (without limitation) statements regarding expectations with
respect to the expected completion, timing and size of the proposed
Offering and the concurrent private placement and whether the
underwriters will exercise their option to purchase additional
shares. A number of important factors affecting the business and
financial results of Centuri could cause actual results to differ
materially from those stated in any forward-looking statements.
These factors include, but are not limited to, capital market risks
and the impact of general economic or industry conditions. Factors
that could cause actual results to differ also include (without
limitation) those discussed in Centuri’s periodic reports filed
from time to time with the SEC, as well as the preliminary
prospectus supplement relating to the proposed Offering filed 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
Centuri on its website or otherwise. Centuri does not assume any
obligation to update any 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20250520553238/en/
For Centuri investors, contact: (623) 879-3700
Investors@Centuri.com
For Centuri media information, contact: Jennifer Russo (602)
781-6958 JRusso@Centuri.com
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