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

Rhea-AI Summary

Southwest Gas Holdings (NYSE: SWX) has announced a secondary public offering of Centuri Holdings (NYSE: CTRI) common stock, offering 9,000,000 existing shares with an option for underwriters to purchase an additional 1,350,000 shares. Additionally, Icahn Partners and Icahn Partners Master Fund LP, affiliated with Carl C. Icahn, will purchase $50 million worth of Centuri shares in a concurrent private placement at the same price as the public offering.

The private placement is expected to close immediately after the public offering, subject to customary conditions. The offering will be made through an effective shelf registration statement filed with the SEC, with a preliminary prospectus supplement to be filed.

["Potential significant cash influx from the sale of 9 million shares plus possible 1.35 million additional shares", "Secured $50 million private placement deal with Icahn Partners", "Strategic divestment aligns with company's portfolio optimization"]

Positive

• None.

Negative

• Reduction in ownership stake in Centuri Holdings
• Potential loss of future revenue streams from Centuri's operations

Insights

Corporate Finance Specialist

Southwest Gas is selling 9M Centuri shares in public offering plus $50M to Icahn entities in private placement, significantly reducing its ownership stake.

Southwest Gas Holdings has initiated a significant divestiture of its Centuri Holdings shares through a substantial secondary public offering. The company is offering 9 million existing shares of Centuri (NYSE: CTRI) with an additional 1.35 million share option for underwriters. This move represents a strategic reduction of Southwest Gas's ownership position in Centuri, which operates as an infrastructure services company.

The transaction is structured in two parts: the public secondary offering and a concurrent private placement. In the private placement, investment entities affiliated with Carl C. Icahn will purchase $50 million worth of Centuri shares directly from Southwest Gas at the same price established in the public offering.

This transaction is particularly noteworthy as it comes after Centuri was previously spun off from Southwest Gas. The significant involvement of Icahn's investment vehicles suggests strong interest in Centuri's business model and growth potential. For Southwest Gas, this represents a substantial monetization of its Centuri holdings, which will likely strengthen its balance sheet and potentially provide capital for its core utility operations.

While the press release doesn't specify the intended use of proceeds, this substantial divestiture will likely have material implications for Southwest Gas's financial structure. The transaction effectively transfers a significant ownership stake from the parent company to both public market investors and to Icahn-affiliated entities, representing a major shift in Centuri's ownership composition that market participants should monitor closely.

LAS VEGAS, May 20, 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 9,000,000 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 1,350,000 shares of Centuri's common stock.

In addition to the shares of Centuri's common stock sold in the Offering, Southwest Gas Holdings announced that Icahn Partners and Icahn Partners Master Fund LP, investment entities affiliated with Carl C. Icahn, will purchase an aggregate of $50 million in shares of Centuri's common stock from Southwest Gas Holdings in a concurrent private placement at a price per share equal to the Offering price per share. The concurrent private placement is expected to close immediately following the closing of the Offering and is subject to the satisfaction or waiver of customary closing conditions, including the completion of the Offering. The sale of these shares 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.

FAQ

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

Southwest Gas Holdings is offering 9,000,000 existing shares of Centuri Holdings stock, with an additional 30-day option for underwriters to purchase up to 1,350,000 more shares.

What is the value of Icahn Partners' private placement in the Centuri Holdings (CTRI) offering?

Icahn Partners and Icahn Partners Master Fund LP will purchase $50 million worth of Centuri Holdings shares in a concurrent private placement at the same price as the public offering.

When will the Centuri Holdings (CTRI) private placement with Icahn Partners close?

The private placement is expected to close immediately following the closing of the public offering, subject to customary closing conditions.

Is the Centuri Holdings (CTRI) public offering conditional on the private placement closing?

No, the closing of the public offering is not conditioned upon the closing of the concurrent private placement with Icahn Partners.

How will Southwest Gas Holdings (SWX) conduct the Centuri Holdings stock offering?

The offering will be conducted through an effective shelf registration statement filed with the SEC, with shares offered via a prospectus supplement and accompanying prospectus.