#United States #Las Vegas #stock offering #Southwest Gas #Centuri Holdings

Southwest Gas Holdings Completes the Sale of Centuri Holdings' Shares

Southwest Gas Holdings, Inc. recently announced the conclusion of its underwritten secondary public offering of Centuri Holdings, Inc. common stock. The undertaking was quite notable, given the substantial capital it raised and its implications on both companies involved.

On August 11, 2025, the company revealed that it had sold a total of 17,250,000 shares of Centuri's common stock at an offering price of $19.50 per share. This sale included an option availed to underwriters to purchase an additional 2,250,000 shares to cover over-allotments. This strategic move attracted significant interest and was characterized by its timing and execution, reflecting the robust market conditions at play.

In conjunction with this public offering, Icahn Partners LP and Icahn Partners Master Fund LP, investment entities associated with Carl C. Icahn, participated in a concurrent private placement purchasing an aggregate of 1,573,500 shares at the same offering price. It is critical to note that these transactions connected to the sale were not registered under the Securities Act of 1933, which emphasizes the nature of private placements and their regulatory considerations.

As a result of this sale, Southwest Gas Holdings reported net proceeds approximating $325 million from the offering after all consideration for underwriting discounts and commissions were settled. Furthermore, approximately $31 million was raised through the private placement, totalling a significant influx of capital. The company has indicated its intent to leverage these proceeds primarily for the repayment of outstanding debts while also allocating funds for general corporate purposes.

Following the completion of these transactions, Southwest Gas Holdings maintains an approximate 30.9% ownership in Centuri’s outstanding common stock. However, it is also noteworthy that the offering shifted the control dynamics as the company no longer holds a controlling financial interest in Centuri. The financial reporting implications of this shift have necessitated a change in how Southwest Gas Holdings will account for its residual interest in Centuri. Under U.S. GAAP, Centuri will be deconsolidated and instead accounted for using the equity method.

The teams responsible for orchestrating this offering included reputable financial institutions like J.P. Morgan, Wells Fargo Securities, BofA Securities, and Moelis & Company, serving as joint lead book-running managers. Other notable participants included Baird, BTIG, KeyBanc Capital Markets, MUFG, and UBS Investment Bank, which all played a significant role in the underwriting process.

This offering was executed strictly through a prospectus supplement coupled with an accompanying prospectus as per regulatory requirements. An effective shelf registration statement that included a base prospectus was duly filed with the U.S. Securities and Exchange Commission (SEC) by Centuri. Interested parties can access the relevant documents via the SEC's website or through specific requests to the banks involved in the offering.

This transaction is a powerful indicator of the ongoing activities in the utilities sector, as companies position themselves strategically for growth through capital raises and market activities. With a strong focus on utility infrastructure, Centuri serves an impressive client base across North America, supporting utilities in building and maintaining networks.

About Southwest Gas Holdings

Southwest Gas Holdings, Inc. operates through its primary subsidiary, Southwest Gas Corporation, focusing on the purchasing, distribution, and transportation of natural gas. They proudly serve over 2 million customers across Arizona, Nevada, and California, aiming to provide safe services while innovating sustainable energy solutions for their communities. Additionally, Southwest Gas Holdings holds a minority interest in Centuri Holdings, further emphasizing its commitment to serving the utilities sector effectively.

About Centuri Holdings

Centuri Holdings, Inc. is recognized as a premier utility infrastructure services provider partnering with regulated utilities to construct and uphold the energy frameworks that support millions of homes and businesses throughout the United States and Canada.

In conclusion, this event marks a pivotal moment for Southwest Gas Holdings and Centuri Holdings as they navigate critical financial landscapes and continue their mission of providing indispensable services across the North American market.