LAS
VEGAS and PHOENIX,
April 17,
2024 /PRNewswire/ -- Southwest Gas Holdings, Inc.
(NYSE: SWX) ("Southwest Gas") and Centuri Holdings, Inc. (NYSE:
CTRI) ("Centuri"), a wholly owned subsidiary of Southwest Gas,
today announced the pricing of Centuri's initial public offering
(the "IPO") of 12,400,000 shares of Centuri's common stock at an
initial public offering price of $21.00 per share. In addition, Centuri has
granted the underwriters a 30-day option to purchase up to an
additional 1,860,000 shares of its common stock to cover
over-allotments, if any. Centuri's common stock has been approved
for listing on the New York Stock Exchange ("NYSE") under the
symbol "CTRI" and is expected to begin trading on April 18, 2024. The IPO is expected to close on
April 22, 2024, subject to the
satisfaction or waiver of customary closing conditions.
In addition to the shares of Centuri's common stock sold in the
IPO, Centuri announced that Icahn Partners and Icahn Partners
Master Fund LP, investment entities affiliated with Carl C. Icahn, will purchase 2,591,929 shares of
Centuri's common stock in a concurrent private placement at a price
per share equal to the IPO price, for gross proceeds of
approximately $54.4 million. The
concurrent private placement is expected to close immediately
following the closing of the IPO and is subject to the satisfaction
or waiver of customary closing conditions, including the completion
of the IPO. The sale of these shares will not be registered under
the Securities Act of 1933, as amended (the "Securities Act"). The
closing of the IPO is not conditioned upon the closing of the
private placement.
The net proceeds to Centuri from the IPO and the concurrent
private placement, after deducting underwriting discounts and
commissions and estimated offering expenses payable by Centuri, are
expected to be approximately $292.6
million, excluding any exercise of the underwriters' option
to purchase additional shares to cover over-allotments. Centuri
intends to use the net proceeds from the IPO and the concurrent
private placement to repay amounts under Centuri's revolving credit
facility and under Centuri's term loan and the remainder for
general corporate purposes.
UBS Investment Bank, BofA Securities and J.P. Morgan are acting
as joint lead book-running managers for the IPO. Wells Fargo
Securities is acting as a book-running manager for the IPO. Baird,
KeyBanc Capital Markets and Siebert
Williams Shank are acting as co-managers for the IPO.
A registration statement on Form S-1 relating to the offering
has been filed with and declared effective by the U.S. Securities
and Exchange Commission (the "SEC"). The IPO will be made only by
means of a prospectus, copies of which may be obtained, when
available, from the SEC at www.sec.gov, and from: UBS Securities
LLC, Attn: Prospectus Department, 1285 Avenue of the Americas,
New York, NY 10019 or email:
ol-prospectusrequest@ubs.com; BofA Securities, Attention:
Prospectus Department, NC1-022-02-25, 201 North Tryon Street,
Charlotte, North Carolina
28255-0001 or by email at dg.prospectus_requests@bofa.com; or J.P.
Morgan Securities LLC, Attention: Broadridge Financial Solutions,
1155 Long Island Avenue, Edgewood,
NY 11717, by telephone at 866-803-9204 or by email at
prospectus-eq_fi@jpmorganchase.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
Southwest Gas Holdings, Inc., through its subsidiaries, engages
in the business of purchasing, distributing and transporting
natural gas, and providing comprehensive utility infrastructure
services across North America.
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.
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's
and Centuri'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 the
closing of the IPO, the concurrent private placement and the
trading of Centuri's stock on the NYSE, whether the underwriters
will exercise their option to purchase additional shares, and the
percentage of shares to be held by Southwest Gas following the IPO.
A number of important factors affecting the business and financial
results of Southwest Gas 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 and impact of executing (or not executing) on strategic
alternatives, including the separation of Centuri, 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, the potential for, and the impact of, a credit rating
downgrade, future earnings trends, inflation, interest rates,
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's and Centuri's respective filings, including
Southwest Gas's most recent Annual Report on Form 10-K under the
heading "Risk Factors" and "Quantitative and Qualitative Disclosure
about Market Risk" and in Southwest Gas's and Southwest Gas
Corporation's current and periodic reports, including 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 Southwest Gas
and/or Centuri as on its website or otherwise. Southwest Gas and
Centuri do 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.
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SOURCE Southwest Gas Holdings, Inc.