Amended Statement of Ownership: Solicitation (sc 14d9/a)
May 11 2022 - 06:05AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 27)
Southwest Gas
Holdings, Inc.
(Name of Subject Company)
Southwest Gas
Holdings, Inc.
(Name of Persons Filing Statement)
Common Stock, par value $1 per share
Preferred Stock Purchase Rights
(Title of Class of Securities)
844895102
(CUSIP Number
of Class of Securities)
Karen S. Haller
President and Chief Executive Officer
Southwest Gas Holdings, Inc.
8360 S. Durango Dr., P.O. Box 98510
Las Vegas, Nevada
(702) 876-7237
(Name, Address and Telephone Number, including area code, of Agent For Service)
With copies to:
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Brandon C. Parris
Morrison & Foerster LLP
425 Market Street San
Francisco, CA 94105 (415) 268-7000 |
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Spencer D. Klein
Morrison & Foerster LLP
250 West 55th Street
New York, NY 10019 (212) 468-1000 |
(Name, address, and telephone numbers of person authorized to receive notices and communications
on behalf of the persons filing statement)
☐ |
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender
offer. |
Introduction
This Amendment No. 27 to Schedule 14D-9 (this Amendment) amends and supplements
the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended from time to time, the Statement) originally filed by Southwest Gas Holdings, Inc., a Delaware corporation (the
Company), with the Securities and Exchange Commission (the SEC) on November 9, 2021. The Statement relates to the unsolicited tender offer by IEP Utility Holdings LLC, a Delaware limited liability company, and Icahn
Enterprises Holdings L.P., a Delaware limited partnership, to purchase any and all of the issued and outstanding shares of common stock, par value $1 per share, of the Company at a price of $82.50 per share, in cash, without interest and less any
applicable withholding taxes. Except as otherwise set forth in this Amendment, the information set forth in the Statement remains unchanged.
The Statement is hereby amended and supplemented as follows:
Item 9 |
Financial Statements and Exhibits. |
Item 9 of the Statement is hereby amended and supplemented by adding the following exhibits:
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Exhibit
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Description |
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(a)(47) |
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The information contained under the heading Item 1.01 Entry into a Material Definitive Agreement of the Companys Current Report on Form 8-K, filed by the Company with the SEC on May 10, 2022, is incorporated
herein by reference |
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(a)(48) |
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Letter to Employees with respect to the Settlement with Carl Icahn |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
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SOUTHWEST GAS HOLDINGS, INC. |
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/s/ Thomas E. Moran |
Date: May 10, 2022 |
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Thomas E. Moran |
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Vice President/Corporate Secretary/Legal Counsel |
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