LAS VEGAS, June 16, 2025/ PRNewswire/– Southwest Gas Holdings, Inc. SWX (” Southwest Gas Holdings” or the “Business”) today revealed the prices of an underwritten secondary public offering of Centuri Holdings, Inc. CTRI (” Centuri”) typical stock (the “Offering”), pursuant to which Southwest Gas Holdings, as the selling investor, is using 9,750,000 existing shares of Centuri’s typical stock, at a cost of $ 20.75 per share. The size of the Offering shows a boost from the 9,500,000 shares initially proposed to be offered. Southwest Gas Holdings has actually likewise given the underwriters a 30-day choice to acquire approximately an extra 1,462,500 shares of Centuri’s typical stock. The Offering is anticipated to close on June 18, 2025, based on popular closing conditions.
Topic to the expiration or early termination of the appropriate waiting duration associating with specific antitrust filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as changed, Southwest Gas Holdings has actually likewise participated in an arrangement to offer to Icahn Partners and Icahn Partners Master Fund LP, financial investment entities connected with Carl C. Icahn (the “Icahn Investors”), an aggregate of $ 22 million in shares of Centuri’s typical stock in a concurrent personal positioning at a cost per share equivalent to the Offering cost per share. The concurrent personal positioning is likewise based on the fulfillment or waiver of popular closing conditions, consisting of the conclusion of the Offering, and if the closing of the concurrent personal positioning has actually not happened by July 9, 2025, the concurrent personal positioning will end without the sale of any shares to the Icahn Investors. The sale of these shares, if effected, will not be signed up under the Securities Act of 1933, as changed (the “Securities Act”). The closing of the Offering is not conditioned upon the closing of the concurrent personal positioning.
J.P. Morgan and Wells Fargo Securities are functioning as joint lead book-running supervisors for the Offering. BofA Securities, KeyBanc Capital Markets, Mizuho Securities, Moelis & & Business, TD Securities, and UBS Financial investment Bank are functioning as book running supervisors for the Offering. BTIG, MUFG, Siebert Williams Shank, and Academy Securities are functioning as co-managers for the Offering.
The shares are being used pursuant to an efficient rack registration declaration (consisting of a base prospectus) that has actually been submitted by Centuri with the U.S. Securities and Exchange Commission (the “SEC”). An initial prospectus supplement associating with and explaining the regards to the offering will be submitted by Centuri with the SEC and will be readily available on the SEC’s site at www.sec.gov. The Offering will be made just by methods of a prospectus supplement and accompanying prospectus that forms a part of the registration declaration, copies of which might be acquired, when readily available, by demand from: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Opportunity, Edgewood, NY 11717, by e-mail at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com or Wells Fargo Securities, LLC, Attention: Wells Fargo Securities, 90 South 7th Street, fifth Flooring, Minneapolis, MN 55402, at 800-645-3751 (choice # 5) or email a demand to WFScustomerservice@wellsfargo.com.
This news release does not make up a deal to offer or the solicitation of a deal to purchase these securities, nor will there be any sale of these securities in any state or jurisdiction in which such deal, solicitation or sale would be illegal previous to registration or credentials under the securities laws of any such state or jurisdiction. Any deals, solicitations or deals to purchase, or any sales of securities will be made in accordance with the registration requirements of the Securities Act.
About Southwest Gas Holdings
Southwest Gas Holdings, Inc., through its main operating subsidiary Southwest Gas Corporation, participates in business of buying, dispersing, and carrying gas. Southwest Gas Corporation is a vibrant energy business devoted to surpassing the expectations of over 2 million consumers throughout Arizona, Nevada, and California by supplying safe and dependable service while innovating sustainable energy options to sustain the development in its neighborhoods. In addition, Southwest Gas Holdings, Inc. is the bulk owner of Centuri Holdings, Inc., which supplies extensive energy facilities services throughout The United States and Canada.
About Centuri
Centuri Holdings, Inc. is a tactical energy facilities services business that partners with controlled energies to construct and preserve the energy network that powers countless homes and organizations throughout the United States and Canada
Positive Declarations
This news release consists of positive declarations within the significance of the U.S. Personal Securities Lawsuits Reform Act of 1995, Area 27A of the Securities Act, and Area 21E of the Securities Exchange Act of 1934, as changed. Such declarations consist of, without restriction, declarations concerning Southwest Gas Holdings’ expectations or intents concerning the future. These positive declarations can frequently be recognized by the usage of words such as “will”, “anticipate”, “continue”, “projection”, “anticipate”, “think”, “expect”, “outlook”, “might”, “target”, “task”, “plan”, “strategy”, “look for”, “price quote”, “need to”, “might” and “presume”, in addition to variations of such words and comparable expressions describing the future, and consist of (without restriction) declarations concerning expectations with regard to the closing of the Offering and the concurrent personal positioning and whether the underwriters will exercise their choice to acquire extra shares. A variety of essential elements impacting business and monetary outcomes of Southwest Gas Holdings and/or Centuri might trigger real outcomes to vary materially from those mentioned in the positive declarations. These elements consist of, however are not restricted to, the timing of a separation of our staying interests in Centuri, the timing and effect of performing (or not performing) such deal options, the timing and quantity of rate relief, modifications in rate style, consumer development rates, the impacts of regulation/deregulation, tax reform and comparable modifications and associated regulative choices, the effects of building activity at Centuri, the capacity for, and the effect of, a credit ranking downgrade, the expenses to incorporate brand-new organizations, future profits patterns, inflation, sufficiency of labor markets and comparable resources, seasonal patterns, existing and future lawsuits, and the effects of stock exchange volatility. Elements that might trigger real outcomes to vary likewise consist of (without restriction) those gone over in Southwest Gas Holdings’ and Centuri’s particular regular reports submitted from time to time with the SEC, consisting of Southwest Gas Holdings’ and Centuri’s latest Yearly Reports on Kind 10-K under the heading “Danger Elements” and “Quantitative and Qualitative Disclosure about Market Danger,” in addition to the prospectus supplement associating with the Providing submitted with the SEC. The declarations in this news release are made since the date of this news release, even if consequently provided by Southwest Gas Holdings and/or Centuri on their sites or otherwise. Southwest Gas Holdings does not presume any commitment to upgrade any positive declarations, whether composed or oral, that might be made from time to time, whether as an outcome of brand-new details, future advancements, or otherwise.
SOURCE Southwest Gas Holdings, Inc.