LAS
VEGAS, June 16, 2025 /PRNewswire/
-- Southwest Gas Holdings, Inc. (NYSE: SWX) ("Southwest Gas
Holdings" or the "Company") today announced the pricing of an
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 9,750,000 existing shares of Centuri's common stock, at a
price of $20.75 per share. The size
of the Offering reflects an increase from the 9,500,000 shares
originally proposed to be sold. Southwest Gas Holdings has also
granted the underwriters a 30-day option to purchase up to an
additional 1,462,500 shares of Centuri's common stock. The Offering
is expected to close on June 18,
2025, subject to customary closing conditions.
Subject to the expiration or early termination of the applicable
waiting period relating to certain antitrust filings under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
Southwest Gas Holdings has also entered into an agreement to sell
to Icahn Partners and Icahn Partners Master Fund LP, investment
entities affiliated with Carl C.
Icahn (the "Icahn Investors"), an aggregate of $22 million in shares of Centuri's common stock
in a concurrent private placement at a price per share equal to the
Offering price per share. The concurrent private placement is also
subject to the satisfaction or waiver of customary closing
conditions, including the completion of the Offering, and if the
closing of the concurrent private placement has not occurred by
July 9, 2025, the concurrent private
placement will terminate without the sale of any shares to the
Icahn Investors. The sale of these shares, if effected, 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 and Wells Fargo Securities are acting as joint lead
book-running managers for the Offering. BofA Securities, KeyBanc
Capital Markets, Mizuho Securities, Moelis & Company, TD
Securities, and UBS Investment Bank are acting as book running
managers for the Offering. BTIG, MUFG, Siebert Williams Shank, and Academy Securities
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 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.