Centuri says Icahn to buy $75M in shares alongside $160M public offering

Centuri (CTRI) Holdings on Wednesday the commencement of an underwritten public offering of $160M of shares of Centuri’s common stock. Centuri also expects to grant the underwriters a 30-day option to purchase up to an additional $24M of shares of Centuri’s common stock. In addition to the shares of Centuri’s common stock sold in the Offering, Centuri announced that Icahn Partners LP and Icahn Partners Master Fund LP, investment entities affiliated with Carl C. Icahn, will purchase approximately $75M of shares of Centuri’s common stock, in a concurrent private placement at a price per share equal to the Offering price per share. The offer and sale of Centuri’s common stock to the Icahn Investors pursuant to the Private Placement will be made in reliance upon the exemption from registration under the Securities Act of 1933, as amended. The 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 closing of the Offering is not conditioned upon the closing of the Private Placement. Centuri intends to use the net proceeds from the Offering and the Private Placement for general corporate purposes, which may include, among other things, the funding of acquisitions and the repayment of borrowings outstanding under its current credit agreement. J.P. Morgan, Wells Fargo Securities, BofA Securities and KeyBanc Capital Markets are acting as joint lead book-running managers for the proposed Offering.