Receives ACC Approval and Files Confidential
Draft Form 10 with SEC
Separation Remains on Track for Fourth Quarter
of 2023 or First Quarter of 2024
LAS
VEGAS, June 21, 2023 /PRNewswire/ -- Southwest
Gas Holdings, Inc. (NYSE: SWX) ("Southwest Gas" or the "Company")
today provided an update on important steps completed in connection
with the previously announced planned separation and spin-off of
its wholly owned subsidiary, Centuri Group, Inc. ("Centuri"), to
form a new independent publicly traded utility infrastructure
services company (the "Separation").
Southwest Gas announced that it has received approval from the
Arizona Corporation Commission ("ACC") to divest its financial
interest in and separate from Centuri, which satisfies any state
regulatory approvals necessary to proceed with the Separation and
has confidentially filed a draft initial Registration Statement on
Form 10 with the United States Securities and Exchange Commission
("SEC").
"Reaching these important milestones represents significant
progress as we remain on track to separate Centuri into a
standalone, independent company," said Karen S. Haller, President and Chief Executive
Officer of Southwest Gas. "We are confident that creating two
leading independent companies poised for long-term sustainable
value creation will create significant value for Southwest Gas and
our stockholders."
The Company anticipates completion of the spin-off of Centuri
during the fourth quarter of 2023 or first quarter of 2024, subject
to, among other things, the receipt of a favorable Internal Revenue
Service private letter ruling relating to the tax-free nature of
the transaction, SEC review and Form 10 effectiveness, and final
approval by the Southwest Gas Board of Directors. Further details
related to capital structure, board composition and other elements
of the transaction will be announced at a later date.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor will there be
any sale of any securities in any state or other jurisdiction in
which such offer, solicitation or sale is not permitted.
About Southwest Gas Holdings, Inc.
Southwest Gas Holdings, Inc., through its subsidiaries, engages
in the business of purchasing, distributing and transporting
natural gas, and providing comprehensive utility infrastructure
services across North America.
Southwest Gas Corporation is a dynamic energy company committed to
exceeding the expectations of over 2 million customers throughout
Arizona, Nevada and California by providing safe and reliable
service while innovating sustainable energy solutions to fuel the
growth in its communities. Centuri Group, Inc. is a strategic
infrastructure services company that partners with regulated
utilities to build and maintain the energy network that powers
millions of homes and businesses across the United States and Canada.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the U.S. Private Securities Litigation Reform Act of
1995, Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended.
Such statements include, without limitation, statements regarding
the Company's expectations or intentions regarding the future.
These forward-looking statements can often be identified by the use
of words such as "will", "predict", "continue", "forecast",
"expect", "believe", "anticipate", "outlook", "could", "target",
"project", "intend", "plan", "seek", "estimate", "should", "may"
and "assume", as well as variations of such words and similar
expressions referring to the future, and include (without
limitation) statements regarding expectations of the spin-off of
Centuri and the tax-free nature of the spin-off of Centuri. The
Company can provide no assurances that the spin-off will occur on
the expected timeline or at all. A number of important factors
affecting the business and financial results of the Company could
cause actual results to differ materially from those stated in the
forward-looking statements. These factors include, but are not
limited to, the timing and impact of executing (or not executing)
on strategic alternatives, including whether we will spin-off
Centuri, the timing and amount of rate relief, changes in rate
design, customer growth rates, the effects of
regulation/deregulation, tax reform and related regulatory
decisions, the impacts of construction activity at Centuri, the
potential for, and the impact of, a credit rating downgrade, future
earnings trends, inflation, interest rates, sufficiency of labor
markets and similar resources, seasonal patterns, current and
future litigation, and the impacts of stock market volatility.
Factors that could cause actual results to differ also include
(without limitation) those discussed under the heading "Risk
Factors" and "Quantitative and Qualitative Disclosure about Market
Risk" in Southwest Gas Holdings, Inc.'s most recent Annual Report
on Form 10-K and in the Company's and Southwest Gas Corporation's
current and periodic reports, including our Quarterly Reports on
Form 10-Q, filed from time to time with the U.S. Securities and
Exchange Commission. The statements in this press release are made
as of the date of this press release, even if subsequently made
available by the Company on its website or otherwise. The Company
does not assume any obligation to update the forward-looking
statements, whether written or oral, that may be made from time to
time, whether as a result of new information, future developments,
or otherwise.
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SOURCE Southwest Gas Holdings, Inc.