| Item 1.01 |
Entry Into a Material Definitive Agreement. |
Second Amended and Restated Term Loan Agreement
On June 27, 2025, Southwest Gas Holdings, Inc. (the “Company”) entered into a Second Amended and Restated Term Loan Credit Agreement (the “Amended Term Loan Agreement”) with the lenders party thereto, JPMorgan Chase Bank, N.A. as Administrative Agent, Bank of America, N.A. as Syndication Agent, JPMorgan Chase Bank, N.A., BofA Securities, Inc., Wells Fargo Securities, LLC and U.S. Bank National Association as Joint Lead Arrangers and Joint Bookrunners and Wells Fargo Bank, N.A. and U.S. Bank National Association as Co-Documentation Agents. The Amended Term Loan Agreement amends and restates that certain Amended and Restated Term Loan Credit Agreement, dated as of August 1, 2024, by and among the Company, the lenders party thereto, and JPMorgan Chase Bank, N.A. as Administrative Agent.
The Amended Term Loan Agreement, among other things, extends the maturity date of the term loan to June 26, 2026 and excludes Centuri Holdings, Inc. and its subsidiaries from certain material representations, covenants and events of default under the Amended Term Loan Agreement. The Company also prepaid a portion of indebtedness under the Amended Term Loan Agreement as a part of the closing, and the total value of the lenders’ commitments was decreased from $550 million to $225 million.
The foregoing description of the Amended Term Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the Amended Term Loan Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Revolving Credit Agreement
On June 27, 2025, the Company entered into a Revolving Credit Agreement (the “Revolving Credit Agreement”) with the lenders party thereto, JPMorgan Chase Bank, N.A. as Administrative Agent and Swingline Lender, Bank of America, N.A. and Wells Fargo Bank, National Association as Co-Syndication Agents, U.S. Bank National Association, MUFG Bank, Ltd., The Toronto-Dominion Bank, New York Branch, Keybank National Association and Mizuho Bank, Ltd. as Co-Documentation Agents, and JPMorgan Chase Bank, N.A., BofA Securities, Inc. and Wells Fargo Securities, LLC as Joint Lead Arrangers and Joint Bookrunners. The revolving borrowing capacity under the Revolving Credit Agreement is $300 million, and as of July 1, 2025, $35 million in aggregate principal amount was outstanding under the Revolving Credit Agreement. The Revolving Credit Agreement matures on August 1, 2029, and replaces the Company’s existing $300 million revolving credit facility with The Bank of New York Mellon as Administrative Agent, which was otherwise scheduled to expire on December 28, 2026.
Interest rates for the revolving credit facility are calculated at either the adjusted term secured overnight financing rate (“SOFR”) or the “alternate base rate,” (each as defined in the Revolving Credit Agreement) plus in each case an applicable margin that is determined based on the Company’s senior unsecured long-term debt rating. The applicable margin ranges from 0.750% to 1.500% for loans bearing interest with reference to adjusted term SOFR and from 0.000% to 0.500% for loans bearing interest with reference to the alternate base rate. The Company has a one-week interest period option with an interest rate equal to Daily Simple SOFR (as defined in the Revolving Credit Agreement) plus 0.03839% plus the applicable margin. The Company is also required to pay a commitment fee on the unfunded portion of the commitments based on its senior unsecured long-term debt rating. The commitment fee ranges from 0.075% to 0.200%. The Revolving Credit Agreement contains a swingline loan sub-facility.
The Revolving Credit Agreement contains certain representations and warranties and affirmative and negative covenants similar to those contained in the Amended Term Loan Agreement. Centuri Holdings, Inc. and its subsidiaries are also excluded from certain material representations, covenants and events of default under the Revolving Credit Agreement.
The foregoing description of the Revolving Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Revolving Credit Agreement, which is filed as Exhibit 10.2 hereto and incorporated herein by reference.
