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Southwest Gas Announces that Centuri Files Public Registration Statement

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Southwest Gas Holdings, Inc. plans to list its subsidiary, Centuri Group, on the NYSE under the ticker symbol 'CTRI' through an initial public offering. The offering details are yet to be finalized, with major investment banks involved in the process.
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The intention to list Centuri Group on the NYSE under 'CTRI' signifies a strategic move by Southwest Gas Holdings to separate its utility infrastructure business. This decision to file a registration statement on Form S-1 with the SEC for an initial public offering (IPO) could indicate a corporate restructuring aimed at unlocking shareholder value and focusing on core competencies.

Market analysts might assess the potential market capitalization of Centuri based on its business model, the competitive landscape within the utility infrastructure sector and comparable companies. The involvement of prominent financial institutions as book-running managers and co-managers suggests confidence in the offering's success, potentially attracting institutional investors and positively influencing the stock's performance post-IPO.

Investors will likely monitor the subsequent announcements regarding the timing, number of shares and price range, as these factors will directly affect the valuation and market dynamics. This listing could also be a bellwether for other companies considering similar strategic separations.

The forthcoming IPO of Centuri Group represents a significant financial event that requires careful consideration of the capital allocation and the effects on Southwest Gas Holdings' balance sheet. Analysts will dissect the financial health of both entities, scrutinizing Centuri's revenue streams, profitability and growth prospects. They will also evaluate whether the separation could lead to improved operational efficiencies and cost savings.

Given the nature of the utility infrastructure industry, which often requires substantial capital investment, the IPO could provide Centuri with the necessary funds to invest in infrastructure projects, technology upgrades, or potential acquisitions. The move might also be indicative of Southwest Gas Holdings' desire to reduce debt or reallocate capital towards its primary natural gas operations.

Investors should consider the short-term and long-term financial implications of the IPO, including potential impacts on earnings per share and dividend policies for both Southwest Gas Holdings and the newly public Centuri.

From a legal perspective, the filing of a registration statement on Form S-1 is a critical step in the IPO process, as it requires the disclosure of financial data, business strategies and risk factors to potential investors. Legal professionals will scrutinize the document for compliance with SEC regulations and the Securities Act of 1933.

The role of the underwriting banks is also of legal importance, as they are responsible for due diligence and ensuring the accuracy of the information presented in the prospectus. Any discrepancies or omissions could lead to legal complications or delays in the IPO timeline.

Investors should be aware that until the SEC declares the registration statement effective, no sales can take place and any premature offering could result in legal penalties. The legal framework surrounding this IPO is designed to protect investors and maintain market integrity.

Intends to List Centuri Group under 'CTRI' on the NYSE

LAS VEGAS, March 22, 2024 /PRNewswire/ -- Southwest Gas Holdings, Inc. (NYSE: SWX) ("Southwest Gas" or the "Company") today announced that, in connection with the previously announced planned separation of its wholly owned subsidiary, Centuri Group, Inc., its utility infrastructure business, Centuri Holdings, Inc. ("Centuri"), has publicly filed a registration statement on Form S-1 with the U.S. Securities and Exchange Commission ("SEC") relating to a proposed initial public offering of its common stock. The timing, number of shares to be offered and the price range for the proposed offering have not yet been determined. Centuri intends to list its common stock on the New York Stock Exchange ("NYSE") under the ticker symbol "CTRI."

UBS Investment Bank, BofA Securities and J.P. Morgan are acting as joint lead book-running managers for the proposed offering. Wells Fargo Securities is acting as a book-running manager for the proposed offering. Baird, KeyBanc Capital Markets and Siebert Williams Shank will act as co-managers for the proposed offering.

The proposed offering will be made only by means of a prospectus. Copies of the preliminary prospectus, when available, may be obtained from the SEC at www.sec.gov, and from: UBS Securities LLC, Attn: Prospectus Department, 1285 Avenue of the Americas, New York, NY 10019 or email: ol-prospectusrequest@ubs.com; BofA Securities, 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 J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at 866-803-9204 or by email at prospectus-eq_fi@jpmorganchase.com.

A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities. 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 of 1933, as amended.

About Southwest Gas

Southwest Gas Holdings, Inc., through its subsidiaries, engages in the business of purchasing, distributing and transporting natural gas, and providing comprehensive utility infrastructure services across North America. 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.

About Centuri

Centuri Group, 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. Centuri is a subsidiary of Southwest Gas.

 

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SOURCE Southwest Gas Holdings, Inc.

FAQ

What is the ticker symbol under which Centuri Group intends to list on the NYSE?

Centuri Group intends to list on the NYSE under the ticker symbol 'CTRI'.

Which investment banks are acting as joint lead book-running managers for the proposed offering?

UBS Investment Bank, BofA Securities, and J.P. Morgan are acting as joint lead book-running managers for the proposed offering.

Where can one obtain copies of the preliminary prospectus for the proposed offering?

Copies of the preliminary prospectus can be obtained from the SEC website, UBS Securities , BofA Securities, and J.P. Morgan Securities

Has the registration statement for the securities become effective yet?

The registration statement for the securities has been filed with the SEC but has not yet become effective.

Does this press release constitute an offer to sell securities?

No, this press release does not constitute an offer to sell securities but provides information on the proposed offering.

Southwest Gas Holdings, Inc.

NYSE:SWX

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About SWX

southwest gas holdings, inc., through its subsidiaries, purchases, distributes, and transports natural gas in arizona, nevada, and california. the company operates in two segments, natural gas operations and utility infrastructure services. as of december 31, 2019, it had 2,081,000 residential, commercial, industrial, and other natural gas customers. the company also provides trenching and installation, replacement, and maintenance services for energy distribution systems; and industrial construction solutions. southwest gas holdings, inc. was founded in 1931 and is headquartered in las vegas, nevada.