LAS
VEGAS, June 16, 2025 /PRNewswire/
-- Southwest Gas Holdings, Inc. (NYSE: SWX) ("Southwest
Gas Holdings" or the "Company") today announced the commencement of
an underwritten secondary public offering of Centuri Holdings,
Inc. (NYSE: CTRI) ("Centuri") common stock (the "Offering"),
pursuant to which Southwest Gas Holdings, as the selling
stockholder, is offering 9,500,000 existing shares of Centuri's
common stock. Southwest Gas Holdings expects to grant the
underwriters a 30-day option to purchase up to an additional
1,425,000 shares of Centuri's common stock.
Subject to the expiration or early termination of the applicable
waiting period relating to certain antitrust filings under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
Southwest Gas Holdings has also entered into an agreement to sell
to Icahn Partners and Icahn Partners Master Fund LP,
investment entities affiliated with Carl C.
Icahn (the "Icahn Investors"), an aggregate of $22 million in shares of Centuri's common stock
in a concurrent private placement at a price per share equal to the
Offering price per share. The concurrent private placement is also
subject to the satisfaction or waiver of customary closing
conditions, including the completion of the Offering, and if the
closing of the concurrent private placement has not occurred by
July 9, 2025, the concurrent private
placement will terminate without the sale of any shares to
the Icahn Investors. The sale of these shares, if effected,
will not be registered under the Securities Act of 1933, as amended
(the "Securities Act"). The closing of the Offering is not
conditioned upon the closing of the concurrent private
placement.
The shares are being offered pursuant to an effective shelf
registration statement (including a base prospectus) that has been
filed by Centuri with the U.S. Securities and Exchange
Commission (the "SEC"). A preliminary prospectus supplement
relating to and describing the terms of the offering will be filed
by Centuri with the SEC and will be available on the SEC's
website at www.sec.gov. The proposed Offering will be
made only by means of a prospectus supplement and accompanying
prospectus that forms a part of the registration statement.
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 Holdings
Southwest Gas Holdings, Inc., through its primary operating
subsidiary Southwest Gas Corporation, engages in the business
of purchasing, distributing, and transporting natural
gas. 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. In addition, Southwest Gas Holdings,
Inc. is the majority owner of Centuri Holdings, Inc.,
which provides comprehensive utility infrastructure services
across North America.
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 Holdings' 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 expected completion, timing and
size of the proposed Offering and the concurrent private placement
and whether the underwriters will exercise their option to purchase
additional shares. A number of important factors affecting the
business and financial results of Southwest Gas
Holdings 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 of a
separation of Southwest Gas Holdings' remaining interests
in Centuri, the timing and impact of executing (or not executing)
such transaction alternatives, the timing and amount of rate
relief, changes in rate design, customer growth rates, the effects
of regulation/deregulation, tax reform and similar changes and
related regulatory decisions, the impacts of construction activity
at Centuri, the potential for, and the impact of, a credit rating
downgrade, the costs to integrate new businesses, future earnings
trends, inflation, 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 Holdings' and Centuri's
respective periodic reports filed from time to time with
the SEC, including Southwest Gas Holdings' and Centuri's
most recent Annual Reports on Form 10-K under the heading "Risk
Factors" and "Quantitative and Qualitative Disclosure about Market
Risk," as well as the preliminary prospectus supplement relating to
the proposed Offering filed 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
Holdings and/or Centuri on their websites or
otherwise. Southwest Gas Holdings does not assume any
obligation to update any 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.
