Southwest Gas Holdings Announces Closing of Secondary Public Offering of Centuri Holdings, Inc. Common Stock

Rhea-AI Summary

Southwest Gas Holdings (NYSE: SWX) has completed its secondary public offering of Centuri Holdings (NYSE: CTRI) common stock, selling 17,250,000 shares at $19.50 per share, including the full exercise of the underwriters' over-allotment option.

Additionally, Icahn Partners purchased 1,573,500 shares in a concurrent private placement at the same price. SWX received total net proceeds of approximately $356 million ($325M from offering + $31M from private placement) and retains a 30.9% ownership in Centuri. The company will now deconsolidate Centuri from its financial statements and account for its remaining interest using the equity method.

The proceeds will be used for debt repayment and general corporate purposes.

Positive

• Net proceeds of $356 million to strengthen balance sheet
• Successful completion of offering with full exercise of over-allotment option
• Strategic debt reduction opportunity through proceeds
• Maintains significant 30.9% ownership stake in Centuri

Negative

• Loss of controlling financial interest in Centuri
• Deconsolidation impact on financial statements
• Reduced exposure to Centuri's future growth potential

Insights

Financial Restructuring Analyst

Southwest Gas completes $356M Centuri stock sale, reduces stake to 30.9%, plans to pay down debt while deconsolidating Centuri from financial statements.

Southwest Gas Holdings has successfully executed a strategic divestment by selling $356 million worth of Centuri Holdings common stock through a secondary offering and private placement. The company sold 17.25 million shares at $19.50 per share in the public offering (including full exercise of the underwriters' overallotment option), generating net proceeds of approximately $325 million after underwriting discounts and commissions. An additional $31 million came from a concurrent private placement of 1.57 million shares to entities affiliated with Carl Icahn.

This transaction represents a significant balance sheet restructuring for Southwest Gas. The company has reduced its ownership stake in Centuri from a controlling position to 30.9%, which triggers an important accounting change - Centuri will be deconsolidated from Southwest's financial statements and instead be accounted for using the equity method. This fundamentally changes how Centuri's assets, liabilities, revenues, and expenses will appear in Southwest's financial reporting.

The $356 million in proceeds will be directed toward debt reduction and general corporate purposes, indicating Southwest's focus on strengthening its financial position. This move aligns with broader utility sector trends of focusing on core regulated operations while optimizing capital structures. The transaction also represents a partial exit for Southwest while maintaining a significant equity interest in Centuri, potentially allowing for upside participation while reducing direct exposure to Centuri's operations and financial performance.

LAS VEGAS, Aug. 11, 2025 /PRNewswire/ -- Southwest Gas Holdings, Inc. (NYSE: SWX) ("Southwest Gas Holdings" or the "Company") today announced the closing of its underwritten secondary public offering of Centuri Holdings, Inc. (NYSE: CTRI) ("Centuri") common stock (the "Offering"). Southwest Gas Holdings, as the selling stockholder, sold 17,250,000 existing shares of Centuri's common stock at a public offering price of $19.50 per share (the "Offering Price"), including the underwriters' full exercise of their option to purchase 2,250,000 shares to cover over-allotments.

As previously announced, in addition to the shares of Centuri's common stock sold in the Offering, Icahn Partners LP and Icahn Partners Master Fund LP, investment entities affiliated with Carl C. Icahn, purchased an aggregate of 1,573,500 shares of Centuri's common stock in a concurrent private placement at a price per share equal to the Offering Price. The sale of these shares was not registered under the Securities Act of 1933, as amended (the "Securities Act"). 

Southwest Gas Holdings received net proceeds of approximately $325 million from the Offering, after deducting the Underwriters' discounts and commissions, and net proceeds of approximately $31 million from the concurrent private placement. Southwest Gas Holdings intends to use the proceeds from the Offering and the concurrent private placement for the repayment of outstanding indebtedness and for general corporate purposes. Following the completion of the Offering and the concurrent private placement, Southwest Gas Holdings continues to own approximately 30.9% of Centuri's outstanding common stock. As a result of the Offering, Southwest Gas Holdings no longer has a controlling financial interest in Centuri and has determined that Centuri should be deconsolidated from its consolidated financial statements under applicable U.S. GAAP. As a result, Southwest Gas Holdings will account for its remaining interest in Centuri using the equity method of accounting.

J.P. Morgan, Wells Fargo Securities, BofA Securities and Moelis & Company acted as joint lead book-running managers for the Offering. Baird, BTIG, KeyBanc Capital Markets, MUFG and UBS Investment Bank acted as book running managers for the Offering. Siebert Williams Shank acted as co-manager for the Offering.

The Offering was made only by means of a prospectus supplement and accompanying prospectus. An effective shelf registration statement (including a base prospectus) relating to the Offering was filed by Centuri with the U.S. Securities and Exchange Commission (the "SEC"). Copies of the registration statement and prospectus supplement relating to the Offering may be obtained from the SEC at www.sec.gov, and by request from: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com; Wells Fargo Securities, LLC, Attention: Wells Fargo Securities, 90 South 7th Street, 5th Floor, Minneapolis, MN 55402, at 800-645-3751 (option #5) or email a request to WFScustomerservice@wellsfargo.com; BofA Securities, Inc., 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 Moelis & Company LLC, Attention: Moelis & Company LLC, 399 Park Avenue, 4th Floor, New York, New York 10022 at (800) 539-9413.

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 a minority interest 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 use of proceeds from the Offering and the concurrent private placement. 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 our 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 prospectus supplement relating to the 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.

FAQ

How many shares did Southwest Gas Holdings (SWX) sell in the Centuri secondary offering?

Southwest Gas Holdings sold 17,250,000 shares of Centuri stock at $19.50 per share, including 2,250,000 shares from the underwriters' over-allotment option.

What will Southwest Gas Holdings do with the proceeds from the Centuri stock sale?

Southwest Gas Holdings will use the $356 million in net proceeds for repayment of outstanding indebtedness and general corporate purposes.

What is Southwest Gas Holdings' remaining ownership stake in Centuri after the offering?

Southwest Gas Holdings retains a 30.9% ownership stake in Centuri Holdings following the completion of the secondary offering and private placement.

How will the Centuri stock sale affect Southwest Gas Holdings' financial statements?

Southwest Gas Holdings will deconsolidate Centuri from its consolidated financial statements and account for its remaining interest using the equity method of accounting.

How many shares did Icahn Partners purchase in the concurrent private placement?

Icahn Partners LP and Icahn Partners Master Fund LP purchased an aggregate of 1,573,500 shares at $19.50 per share in the concurrent private placement.