Southwest Gas Holdings signs separation agreement for Centuri IPO; roadshow started April 8, closing expected April 22

Southwest Gas Holdings, Inc.

Separation, Tax Matters, and Registration Rights Agreements executed April 11, 2024, governing asset/liability split and IPO terms.
Centuri IPO roadshow commenced April 8; closing expected April 22, 2024, subject to customary conditions.
Southwest will retain at least 80.1% of Centuri common stock after the IPO.
Southwest may later distribute, sell, or hold its retained Centuri shares; any distribution would aim for tax-free treatment under Section 355.
Centuri Board representation, information rights, and indemnification obligations (potentially uncapped) established for Southwest post-IPO.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Southwest Gas Holdings, Inc. entered into Separation Agreement with Centuri Holdings, Inc. valued at Separation of Centuri Group, Inc. business (effective 2024-04-11).

Action: entry
Counterparty: Centuri Holdings, Inc.
Value: Separation of Centuri Group, Inc. business
Effective: 2024-04-11

Exact text from the filing

On April 11, 2024, Southwest Gas Holdings, Inc. (the "Company") entered into several agreements with Centuri Holdings, Inc. ("Centuri"), a wholly-owned subsidiary of the Company, in connection with the separation of the business, assets and liabilities comprising Centuri Group, Inc., the Company's strategic utility infrastructure services business ("Centuri Group"), from the Company and the transfer of Centuri Group to Centuri (the "Separation").

View on SEC.gov

419 material agreements filed in the last 30 days. Browse all material agreements →

Southwest Gas Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-24-099073

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.