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

Rhea-AI Summary

Southwest Gas Holdings (NYSE: SWX) has announced the pricing of a secondary public offering of Centuri Holdings (NYSE: CTRI) common stock. The company is offering 15 million existing shares at $19.50 per share, with an option for underwriters to purchase up to 2.25 million additional shares within 30 days.

Additionally, Icahn Partners and affiliated entities will purchase 1,573,500 shares from Southwest Gas Holdings in a concurrent private placement at the same price per share. The offering is expected to close on August 11, 2025, with major financial institutions including J.P. Morgan, Wells Fargo Securities, BofA Securities, and Moelis & Company serving as joint lead book-running managers.

Positive

• Secondary offering provides significant liquidity through sale of 15 million Centuri shares
• Additional potential proceeds from 2.25 million share underwriter option
• Strategic private placement deal with Icahn Partners for 1,573,500 shares

Negative

• Reduction in Southwest Gas Holdings' ownership stake in Centuri
• Potential market pressure on stock price due to large share offering

LAS VEGAS, Aug. 7, 2025 /PRNewswire/ -- Southwest Gas Holdings, Inc. (NYSE: SWX) ("Southwest Gas Holdings" or the "Company") today announced the pricing 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 15,000,000 existing shares of Centuri's common stock, at a price of $19.50 per share. Southwest Gas Holdings has also granted the underwriters a 30-day option to purchase up to an additional 2,250,000 shares of Centuri's common stock. The Offering is expected to close on August 11, 2025, subject to customary closing conditions.

In addition to the shares of Centuri's common stock sold in the Offering, Southwest Gas Holdings previously announced that Icahn Partners and Icahn Partners Master Fund LP, investment entities affiliated with Carl C. Icahn, will purchase an aggregate of 1,573,500 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.

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

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 Offering will be made only by means of a prospectus supplement and accompanying prospectus that forms a part of the registration statement, copies of which may be obtained, when available, 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 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 closing of the 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 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

What is the price per share for Southwest Gas Holdings' (SWX) secondary offering of Centuri stock?

The secondary offering is priced at $19.50 per share for 15 million shares of Centuri Holdings (CTRI) common stock.

How many additional shares can underwriters purchase in the SWX secondary offering?

Underwriters have a 30-day option to purchase up to an additional 2.25 million shares of Centuri's common stock.

When will Southwest Gas Holdings' secondary offering of Centuri stock close?

The offering is expected to close on August 11, 2025, subject to customary closing conditions.

Who are the lead underwriters for the Southwest Gas Holdings' Centuri stock offering?

J.P. Morgan, Wells Fargo Securities, BofA Securities, and Moelis & Company are acting as joint lead book-running managers for the offering.

How many shares is Icahn Partners purchasing in the private placement?

Icahn Partners and Icahn Partners Master Fund LP will purchase 1,573,500 shares of Centuri's common stock in a concurrent private placement at the same price as the public offering.