Current Report Filing (8-k)
November 30 2018 - 5:18PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 27, 2018
SOUTHWEST GAS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
California
|
|
001-37976
|
|
81-3881866
|
(State or other jurisdiction of
incorporation or organization)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
5241 Spring Mountain Road
Post Office Box 98510
Las
Vegas, Nevada
|
|
89193-8510
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrants telephone number, including area code: (702) 876-7237
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
|
☐
|
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
|
☐
|
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01.
|
Entry into a Material Definitive Agreement.
|
On November 27, 2018, Southwest Gas Holdings, Inc. (the Company) entered into an underwriting agreement (the
Underwriting Agreement) with J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC as representatives of the several underwriters named in Schedule 1 thereto (the
Underwriters). Pursuant to the terms and conditions of the Underwriting Agreement, the Company agreed to sell 3,100,000 shares of its common stock, $1.00 par value per share (common stock), at a public offering price of
$75.50 per share. Pursuant to the terms of the Underwriting Agreement, the Company granted the Underwriters a
30-day
option to purchase up to an additional 465,000 shares of common stock, which the
Underwriters exercised in full on November 28, 2018. The common stock was offered and sold pursuant to a prospectus supplement, dated November 27, 2018, and a base prospectus, dated December 13, 2017, relating to the Companys
effective shelf registration statement on
Form S-3
(File
No. 333-222047).
The Company used a portion of the net proceeds from the offering to fund part of the
purchase price of its previously announced acquisition of an 80% interest in Linetec Services, LLC, which closed on November 30, 2018.
A copy of the Underwriting Agreement is filed herewith as Exhibit 1.1 to this Current Report on
Form 8-K
and is incorporated herein by reference. The summary of the Underwriting Agreement set forth above is qualified in its entirety by reference to Exhibit 1.1.
Item 9.01.
|
Financial Statements and Exhibits.
|
(d)
Exhibits
.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
|
|
|
|
|
SOUTHWEST GAS HOLDINGS, INC.
|
Date: November 30, 2018
|
|
|
|
|
/s/ KAREN S. HALLER
|
|
|
|
|
|
Karen S. Haller
|
|
|
Executive Vice President/Chief Legal and Administrative
|
|
|
Officer and Corporate Secretary
|
Southwest Gas (NYSE:SWX)
Historical Stock Chart
From Mar 2024 to Apr 2024
Southwest Gas (NYSE:SWX)
Historical Stock Chart
From Apr 2023 to Apr 2024