Southwest Gas to sell MountainWest Pipelines to Williams for $1.5B, spin off Centuri

Southwest Gas Holdings, Inc.

Sale of MountainWest to Williams (WMB) for $1.5B enterprise value in cash; net proceeds to repay ~$1.1B term loan.
Estimated pre-tax loss on sale of $350–$425M; transaction expected to close in 2023 subject to regulatory approvals.
Board decides to spin off Centuri into independent public company within ~12 months, tax-free to SWX and stockholders.
Williams must pay $50M termination fee if unable to obtain antitrust clearance; no financing condition for buyer.
Spin-off subject to IRS ruling, Arizona Corporation Commission approval, and SEC registration statement effectiveness.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Southwest Gas Holdings, Inc. entered into Purchase and Sale Agreement with Williams Partners Operating LLC valued at $1.5 billion in total enterprise value (effective 2022-12-14).

Action: entry
Agreement: asset purchase
Counterparty: Williams Partners Operating LLC
Value: $1.5 billion in total enterprise value
Effective: 2022-12-14

Exact text from the filing

On December 14, 2022, Southwest Gas Holdings, Inc. (the “Company”), MountainWest Pipelines Holding Company, a wholly owned subsidiary of the Company (“MountainWest”), and Williams Partners Operating LLC, a wholly owned subsidiary of The Williams Companies, Inc. (the “Purchaser”), entered into a Purchase and Sale Agreement (the “Purchase Agreement”) pursuant to which the Company will sell all of the equity interests in MountainWest to the Purchaser (the “Sale”).

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Southwest Gas Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-22-305397

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