LAS VEGAS, Nov. 27, 2018 /PRNewswire/ -- Southwest Gas
Holdings, Inc. (NYSE: SWX) (the "Company") today announced that it
has priced an underwritten public offering of 3,100,000 shares of
its common stock at a public offering price of $75.50 per share, for gross proceeds, before the
underwriting discount and estimated expenses of the offering
payable by the Company, of approximately $234.0 million.
The offering is expected to close on November 30, 2018, subject to customary closing
conditions. The Company has granted the underwriters a 30-day
option to purchase up to an additional 465,000 shares of common
stock.
The Company intends to finance, in part, its acquisition of
Linetec Services, LLC ("Linetec"), including the payment of related
fees and expenses. Pending the closing of the Linetec acquisition,
the Company may use net proceeds from this offering to temporarily
repay $22.5 million under its credit
facility. If the acquisition of Linetec is not consummated for any
reason, the Company intends to use all net proceeds from the
offering for general corporate purposes.
J.P. Morgan, BofA Merrill Lynch and Wells Fargo Securities are
acting as joint book-running managers for the offering. The
Williams Capital Group, L.P., BTIG and Ramirez & Co., Inc. are
acting as co-managers.
This offering may only be made by means of a prospectus
supplement and the accompanying prospectus. Copies of the
preliminary prospectus supplement and accompanying prospectus
related to the offering may be obtained, when available, by
visiting EDGAR on the Securities and Exchange Commission's (the
"SEC") website at www.sec.gov or from J.P. Morgan Securities LLC,
c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717, Toll-free:
1-866-803-9204; BofA Merrill Lynch, NC1-004-03-43, 200 North
College Street, 3rd floor, Charlotte,
NC 28255-0001, Attn: Prospectus Department, or email at
dg.prospectus_requests@baml.com; and Wells Fargo Securities,
Attention: Equity Syndicate Department, 375 Park Avenue,
New York, New York, 10152, at
(800) 326-5897 or email a request to
cmclientsupport@wellsfargo.com.
The offering is being made pursuant to a shelf registration
statement filed with the SEC on December 13,
2017. A final prospectus supplement relating to the offering
will be filed with the SEC. This press release shall not constitute
an offer to sell or the solicitation of an offer to buy any of
these securities, nor shall there be any sale of these securities
in any state or other 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 other
jurisdiction.
About Southwest Gas Holdings, Inc.
Southwest
Gas Holdings, Inc. has two business segments:
Southwest Gas Corporation provides safe and reliable natural gas
service to over two million customers in Arizona, Nevada, and California.
Centuri Construction Group, Inc. is a comprehensive utility
infrastructure services enterprise dedicated to meeting the growing
demands of North American utility, energy, and industrial markets.
Centuri derives revenue from installation, replacement, repair, and
maintenance of energy distribution systems, and developing
industrial infrastructure solutions.
Forward-Looking Statements
This press release may
include "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. The ultimate
occurrence of events and results referenced in these
forward-looking statements is subject to known and unknown risks,
uncertainties, and other factors that may cause the actual results
or performance to differ from those projected in the
forward-looking statement. These statements relate to the
Company's offering of common stock, the anticipated use of the net
proceeds and the anticipated acquisition of Linetec. No
assurance can be given that the offering or the Linetec acquisition
will be completed on the terms described, or at all, or that the
net proceeds from the offering will be used as indicated.
Completion of the offering on the terms described, the Linetec
acquisition and the application of the net proceeds, are subject to
numerous conditions, many of which are beyond the control of the
Company, including market conditions, general economic conditions
and other factors, including those set forth under the heading
"Risk Factors" in the Company's Annual Report on Form 10-K
for the year ended December 31, 2017,
and those set forth in the Company's other reports and information
filed with the SEC, which are accessible on the SEC's website at
www.sec.gov.
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SOURCE Southwest Gas Holdings, Inc.