Southwest Gas adopts tax-free spin protection plan for Centuri; IRS declines to rule on tax questions

Southwest Gas Holdings, Inc.

Board declared dividend of one preferred stock purchase right per common share, payable Nov 17, 2023.
Rights trigger if a person acquires 4.9% (9.9% passive, 24.9% Icahn) without Board approval.
IRS declined to rule on tax-free spin-off; Company exploring taxable alternatives using $932.8M NOL.
Plan expires after 2024 annual meeting unless ratified; else 2 years after spin consummation.

item 1.01 item 3.03 item 5.03 item 7.01 item 9.01

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 Tax-Free Spin Protection Plan with Equiniti Trust Company, LLC (effective 2023-11-05).

Action: entry
Counterparty: Equiniti Trust Company, LLC
Effective: 2023-11-05

Exact text from the filing

a Tax-Free Spin Protection Plan, dated as of November 5, 2023 (as the same may be amended from time to time, the “Plan”), between the Company and Equiniti Trust Company, LLC, as rights agent

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Southwest Gas Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-23-270893

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