Southwest Gas to offer 9M shares of Centuri common stock

Southwest Gas Holdings (SWX) announced the commencement of an underwritten secondary public offering of Centuri Holdings (CTRI) common stock, pursuant to which Southwest Gas Holdings, as the selling stockholder, is offering 9M existing shares of Centuri’s common stock. Southwest Gas Holdings expects to grant the underwriters a 30-day option to purchase up to an additional 1.35M shares of Centuri’s common stock. In addition to the shares of Centuri’s common stock sold in the Offering, Southwest Gas Holdings announced that Icahn Partners and Icahn Partners Master Fund LP, investment entities affiliated with Carl Icahn, will purchase an aggregate of $50M in 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 closing of the Offering is not conditioned upon the closing of the concurrent private placement.