{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-22-305397","form_type":"8-K","ticker":"SWX","cik":"0001692115","company_name":"Southwest Gas Holdings, Inc.","filed_at":"2022-12-15T23:59:59+00:00","discovered_at":"2026-05-14T18:03:51.728831+00:00","generated_at":"2026-06-21T04:12:41.717214+00:00","sec_items":["1.01","7.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"Southwest Gas to sell MountainWest Pipelines to Williams for $1.5B, spin off Centuri","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-22-305397","json":"https://secwatch.observer/filing/0001193125-22-305397.json","markdown":"https://secwatch.observer/filing/0001193125-22-305397.md","text":"https://secwatch.observer/filing/0001193125-22-305397.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1692115/000119312522305397/0001193125-22-305397-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1692115/000119312522305397/d411795d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-21T04:12:41.717214+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"ed7c71a9f1f7e58fc9076a4069220456f9e3b98c","claim":"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).","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1692115/000119312522305397/0001193125-22-305397-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"asset purchase"},{"label":"Counterparty","value":"Williams Partners Operating LLC"},{"label":"Value","value":"$1.5 billion in total enterprise value"},{"label":"Effective","value":"2022-12-14"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}