LAS
VEGAS, May 20, 2025 /PRNewswire/
-- Southwest Gas Holdings, Inc. (NYSE: SWX) ("Southwest Gas
Holdings" or the "Company") today announced the pricing of a
previously announced underwritten secondary public offering of
Centuri Holdings, Inc. (NYSE: CTRI) ("Centuri") common stock (the
"Offering"), pursuant to which Southwest Gas Holdings, as the
selling stockholder, is offering 9,000,000 existing shares of
Centuri's common stock, at a price of $17.50 per share. Southwest Gas Holdings has also
granted the underwriters a 30-day option to purchase up to an
additional 1,350,000 shares of Centuri's common stock. The Offering
is expected to close on May 22, 2025,
subject to customary closing conditions.
In addition to the shares of Centuri's common stock sold in the
Offering, Southwest Gas Holdings previously 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 Holdings 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.
J.P. Morgan, UBS Investment Bank and Wells
Fargo Securities are acting as joint lead book-running managers for
the Offering. BofA Securities and Moelis & Company are
acting as book-running managers for the Offering. Baird, KeyBanc
Capital Markets, Seibert Williams
Shank, MUFG, BTIG, Penserra Securities LLC and Ramirez &
Co., Inc. are acting as co-managers for the Offering.
The shares are being offered pursuant to an effective shelf
registration statement (including a base prospectus) that has been
filed by Centuri with the U.S. Securities and Exchange Commission
(the "SEC"). A preliminary prospectus supplement relating to
and describing the terms of the offering will be filed by Centuri
with the SEC and will be available on the SEC's website at
www.sec.gov. The 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 Southwest Gas Holdings
Southwest Gas Holdings, Inc., through its primary operating
subsidiary Southwest Gas Corporation, engages in the business
of purchasing, distributing, and transporting natural
gas. Southwest Gas Corporation is a dynamic energy
company committed to exceeding the expectations of over 2 million
customers throughout Arizona, Nevada,
and California by providing safe and reliable service
while innovating sustainable energy solutions to fuel the growth in
its communities. In addition, Southwest Gas Holdings,
Inc. is the majority owner of Centuri Holdings, Inc., which
provides comprehensive utility infrastructure services
across North America.
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. Such
statements include, without limitation, statements
regarding Southwest Gas Holdings' 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 the closing of the 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 Southwest Gas Holdings and/or Centuri 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 of a separation of our remaining interests
in Centuri, the timing and impact of executing (or not executing)
such transaction alternatives, the timing and amount of rate
relief, changes in rate design, customer growth rates, the effects
of regulation/deregulation, tax reform and similar changes and
related regulatory decisions, the impacts of construction activity
at Centuri, the potential for, and the impact of, a credit rating
downgrade, the costs to integrate new businesses, future earnings
trends, inflation, sufficiency of labor markets and similar
resources, seasonal patterns, current and future litigation, and
the impacts of stock market volatility. Factors that could cause
actual results to differ also include (without limitation) those
discussed in Southwest Gas Holdings' and Centuri's
respective periodic reports filed from time to time with the SEC,
including Southwest Gas Holdings' and Centuri's most recent
Annual Reports on Form 10-K under the heading "Risk Factors" and
"Quantitative and Qualitative Disclosure about Market Risk," as
well as the prospectus supplement relating to the 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 Southwest Gas Holdings and/or Centuri on
their websites or otherwise. Southwest Gas Holdings 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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SOURCE Southwest Gas Holdings, Inc.