#USA #Las Vegas #Public Offering #Southwest Gas Holdings #Centuri Holdings

Southwest Gas Holdings Launches Secondary Public Offering for Centuri Holdings

On August 7, 2025, Southwest Gas Holdings, Inc., a prominent player in the natural gas distribution sector, announced a significant secondary public offering of Centuri Holdings, Inc. common stock. This move is noteworthy in the financial world, particularly due to its ambitious nature and potential implications for the market.

Offering Details

The offering involves 15 million shares of Centuri Holdings' common stock being sold at a price of $19.50 per share. Southwest Gas Holdings will act as the selling stockholder. Moreover, underwriters have been granted an option to acquire up to an additional 2.25 million shares within a 30-day period following the offering. The expected closing date for the offering is set for August 11, 2025, providing that all customary conditions are met.

In conjunction with this public offering, investment entities associated with the renowned Carl C. Icahn—Icahn Partners and Icahn Partners Master Fund LP—are set to purchase 1,573,500 shares of Centuri’s common stock from Southwest Gas Holdings at the same price point as the public offering. This concurrent private placement is also anticipated to close shortly after the public offering is finalized, adhering to the customary conditions typically seen in such agreements.

Who's Behind the Offering?

The underwriting team for this offering includes major investment banking firms such as J.P. Morgan, Wells Fargo Securities, BofA Securities, and Moelis & Company, who will serve as joint lead book-running managers. Additional book-running managers include Baird, BTIG, KeyBanc Capital Markets, MUFG, and UBS Investment Bank, supporting the endeavor alongside co-manager Siebert Williams Shank.

Regulatory Aspects

The shares are being offered under an effective shelf registration statement that has already been filed with the SEC. A preliminary prospectus supplement will also be filed, detailing the terms of the offering. Investors can access this document through the SEC’s website, which is a standard practice ensuring all activities align with regulatory requirements.

About Southwest Gas Holdings and Centuri

Southwest Gas Holdings operates primarily through its subsidiary, Southwest Gas Corporation, which focuses on the distribution and transportation of natural gas. This company is committed to providing reliable service to over two million customers across Arizona, Nevada, and California, while also innovating sustainable energy solutions. Furthermore, as the majority owner of Centuri Holdings, Southwest Gas plays a crucial role in utility infrastructure, providing services essential for energy distribution across North America.

Centuri Holdings is characterized as a strategic utility services company, partnering with regulated utilities to establish and maintain the energy network vital for powering millions of homes and businesses predominantly in the United States and Canada.

Forward-Looking Statements

It’s essential to note that this press release contains forward-looking statements regarding the company's expectations for future operational outcomes. Words such as “will,” “expect,” “anticipate,” and similar expressions often signal forward-looking assertions. However, these projections are contingent upon various factors. Elements such as regulatory changes, rate design adjustments, market conditions, and operational challenges can cause actual results to differ from those implied in forward-looking statements.

Conclusion

The secondary public offering by Southwest Gas Holdings represents a bold financial maneuver that could influence the operational landscape for both the Southwest and Centuri Holdings. Furthermore, with strong institutional backing and a clear strategy for capital generation, the offering underscores the growing investor interest in utility and energy sectors, marking a significant moment in the finance and investment sphere.