Southwest Gas Holdings, Inc. (NYSE: SWX) (“Southwest Gas Holdings” or the “Company”) today announced the pricing of thepreviously-announced registered public offering ofCenturi Holdings, Inc.(NYSE: CTRI) (“Centuri”) common stock (the “Offering”), pursuant to whichSouthwest Gas Holdings, as the selling stockholder, is offering 27,362,210 existing shares of Centuri's common stock at a price to the public of $19.60 per share. The Offering is expected to close on September 5, 2025, subject to customary closing conditions. Upon completion of the Offering, Southwest Gas Holdings will no longer own any shares of Centuri's common stock.
J.P. Morgan is acting as the underwriter for the Offering.
The shares are being offered pursuant to an effective shelf registration statement (including a base prospectus) that has been filed by Centuri with the U.S. Securities and Exchange Commission (the “SEC”). A preliminary prospectus supplement relating to and describing the terms of the offering will be filed byCenturi with the SEC and will be available on the SEC's website at www.sec.gov. The Offering will be made only by means of a prospectus supplement and accompanying prospectus that forms a part of the registration statement, copies of which may be obtained, when available, by request from: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com.
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).
AboutSouthwest Gas Holdings
Southwest Gas Holdings, Inc., through its primary operating subsidiarySouthwest Gas Corporation, engages in the business of purchasing, distributing, and transporting natural gas.Southwest Gas Corporationis a dynamic energy company committed to exceeding the expectations of over 2 million customers throughoutArizona,Nevada, andCaliforniaby providing safe and reliable service while innovating sustainable energy solutions to fuel the growth in its communities. In addition,Southwest Gas Holdings, Inc.is a minority owner ofCenturi Holdings, Inc., which provides comprehensive utility infrastructure services acrossNorth America.
About Centuri
Centuri Holdings, Inc.is a strategic utility infrastructure services company that partners with regulated utilities to build and maintain the energy network that powers millions of homes and businesses acrossthe United StatesandCanada.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of theU.S.Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements include, without limitation, statements regardingSouthwest Gas Holdings'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 with respect to the closing of the Offering. A number of important factors affecting the business and financial results ofSouthwest Gas Holdingsand/or Centuri 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 of a separation of our remaining interests in Centuri, the timing and impact of executing (or not executing) such transaction alternatives, the timing and amount of rate relief, changes in rate design, customer growth rates, the effects of regulation/deregulation, tax reform and similar changes and related regulatory decisions, the impacts of construction activity at Centuri, the potential for, and the impact of, a credit rating downgrade, the costs to integrate new businesses, future earnings trends, inflation, 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 inSouthwest Gas Holdings'and Centuri's respective periodic reports filed from time to time with theSEC, includingSouthwest Gas Holdings' and Centuri's most recent Annual Reports on Form 10-K under the heading “Risk Factors” and “Quantitative and Qualitative Disclosure about Market Risk,” as well as the prospectus supplement relating to the Offering filed with the SEC. The statements in this press release are made as of the date of this press release, even if subsequently made available by Southwest Gas Holdings and/or Centuri on their websites or otherwise. Southwest Gas Holdings does not assume any obligation to update any 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.
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