Important Information for Investors and Stockholders: This
communication does not constitute an offer to buy or solicitation
of an offer to sell any securities. In response to the tender offer
for the shares of the Company commenced by IEP Utility Holdings LLC
and Icahn Enterprises Holdings L.P., the Company has filed a
solicitation/recommendation statement on Schedule 14D-9 with the SEC. INVESTORS AND
STOCKHOLDERS OF SOUTHWEST GAS HOLDINGS ARE URGED TO READ THE
SOLICITATION/RECOMMENDATION STATEMENT AND OTHER DOCUMENTS FILED
WITH THE SEC CAREFULLY IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Investors and stockholders may obtain a free
copy of these documents free of charge at the SEC’s website at
www.sec.gov, and at the Company’s website at www.swgasholdings.com.
In addition, copies of these materials may be requested from the
Company’s information agent, Innisfree M&A Incorporated,
toll-free at (877) 825-8621.
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”) 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, 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, 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 or MountainWest. Factors that could cause actual
results to differ also include (without limitation) those discussed
under the heading “Risk Factors” in the Company’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.