This Amendment No. 35 (this “Amendment”) amends and supplements the
Tender Offer Statement on Schedule TO, originally filed with the Securities and Exchange Commission (the “SEC”) on October 27, 2021 (as hereby amended and supplemented and together with any subsequent amendments and supplements
thereto, this “Schedule TO”), which relates to the tender offer by IEP Utility Holdings LLC, a Delaware limited liability company (the “Offeror”), to purchase any and all of the issued and outstanding shares of the
common stock, par value $1.00 per share (the “Common Stock”), of Southwest Gas Holdings, Inc., a Delaware corporation (the “Company” or “Southwest Gas”), including the associated rights issued
pursuant to the Rights Agreement, dated October 10, 2021 (as it may be amended from time to time, the “Rights Agreement”), between the Company and Equiniti Trust Company, as rights agent, that are issued and outstanding (the
“Rights” and, together with the Common Stock, the “Shares”), for $82.50 per Share in cash, without interest, less any applicable withholding taxes (the “Offer Price”), upon the terms set forth in
the Offer to Purchase, dated October 27, 2021 (the “Offer to Purchase”), the related letter of transmittal (the “Letter of Transmittal”), the Notice of Guaranteed Delivery (the “Notice of Guaranteed
Delivery”), the Supplement to the Offer to Purchase, dated December 7, 2021 (the “December Supplement”), the Supplement to the Offer, dated May 9, 2022 (“May Supplement”), the Revised Letter of
Transmittal (the “Revised Letter of Transmittal”), the Revised Notice of Guaranteed Delivery (the “Revised Notice of Guaranteed Delivery”), and the other related materials, as each may be amended or supplemented
from time to time, constitutes the “Offer”.
This Amendment is being filed to amend and supplement the Schedule TO.
Except as amended hereby to the extent specifically provided herein, all terms of the Offer and all other disclosures set forth in the Schedule TO and the Exhibits thereto remain unchanged and are hereby expressly incorporated into this
Amendment by reference. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Schedule TO and the Offer to Purchase.
The Schedule TO is hereby amended and supplemented as follows:
Items 1 through Item 11
1. Items 1 through 11 of
the Schedule TO are hereby amended and supplemented by adding the following:
“The Offer and the withdrawal rights expired as
scheduled at midnight, New York City time, on Friday, May 20, 2022. Continental Stock Transfer & Trust Company, the depositary for the Offer has advised the Offeror that, as of such time, a total of 2,213,597 Shares were validly
tendered and not properly withdrawn, representing approximately 3.1% of the outstanding Shares (based on 66,852,050 Shares outstanding as of April 29, 2022, as disclosed by the Company in its Form 10-Q
for the quarterly period ended March 31, 2022). Of the Shares tendered, 726,010 Shares were tendered pursuant to guaranteed delivery procedures. Promptly after the Expiration Date, all Shares that were validly tendered and not properly
withdrawn pursuant to the Offer have been accepted for payment by the Offeror. The Offeror will promptly pay for all such Shares in accordance with the terms of the Offer. On May 23, 2022, the Offeror issued a press release announcing the
expiration and results of the Offer. The full text of the press release is attached as Exhibit (a)(1)(YY) hereto and is incorporated herein by reference.”
Item 12. Exhibits.
Item 12 of the Schedule TO is
hereby amended and supplemented by adding the following exhibits thereto:
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Exhibit |
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| (a)(1)(YY) |
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Press Release, dated May 23, 2022 (filed herewith) |