Spin-off - Southwest Gas Holdings, Inc.
Form Type: 8-K
Filing Date: 2025-05-22
Corporate Action: Spin-off
Type: Update
Accession Number: 000119312525125112
Filing Summary: On May 20, 2025, Southwest Gas Holdings, Inc. entered into an underwriting agreement to sell 9,000,000 shares of common stock of Centuri Holdings, Inc. at $17.50 per share, with an option for underwriters to purchase an additional 1,350,000 shares. The offering closed on May 22, 2025, with net proceeds of approximately $175 million intended for debt repayment. Concurrently, 2,857,142 shares were sold to Icahn Partners LP and Icahn Partners Master Fund LP, resulting in additional proceeds of approximately $50 million. Also, the company executed an agreement on November 3, 2023, to authorize preferred stock purchase rights for a tax-free spin-off of Centuri, but on May 20, 2025, determined to no longer pursue this spin-off strategy, resulting in the expiration of these rights.
Additional details:
Offering Price: 17.5
Number Of Initial Shares: 9000000
Net Proceeds Offering: 175000000
Number Of Additional Shares: 1350000
Number Of Concurrent Shares: 2857142
Net Proceeds Concurrent Private Placement: 50000000
Form Type: 8-K
Filing Date: 2024-10-15
Corporate Action: Spin-off
Type: Update
Accession Number: 000119312524237589
Filing Summary: The announcement details an Amended and Restated Cooperation Agreement between Southwest Gas Holdings, Inc. and the Icahn Group. There is no indication of a spin-off related to this agreement.
Additional details:
Newco Cik: 1981599
Parent Cik: 1692115
File Number: 001-37976
Access 12: 000119312524
: 0
Percentage Spun Off: 80
Effective Date: 2024-05-02
Spin Off Id: 730
Form Type: 8-K
Filing Date: 2024-05-07
Corporate Action: Spin-off
Type: New
Accession Number: 000119312524133275
Filing Summary: The document discusses the stockholder approval of the 2024 Plan and includes provisions related to PSU awards that are contingent upon the completion of the Centuri IPO, indicating a spin-off situation.
Additional details:
Newco Cik: 1981599
Parent Cik: 1692115
File Number: 001-37976
:
Percentage Spun Off: 80
Effective Date: 2024-05-02
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