Centuri files to sell 9M shares of common stock for holders

Centuri Holdings (CTRI) announced the commencement of an underwritten secondary public offering of 9M shares of Centuri’s common stock by Southwest Gas Holdings (SWX) as selling stockholder. Southwest Gas also expects to grant the underwriters a 30-day option to purchase up to an additional 1.35M shares of Centuri’s common stock. In addition to the shares of Centuri’s common stock sold in the Offering, Southwest Gas announced that Icahn Partners and Icahn Partners Master Fund LP, investment entities affiliated with Carl C. Icahn, will purchase an aggregate of $50M in shares of Centuri’s common stock from Southwest Gas in a concurrent private placement at a price per share equal to the Offering price per share. The concurrent private placement is expected to close immediately following the closing of the Offering and is subject to the satisfaction or waiver of customary closing conditions, including the completion of the Offering. The sale of these shares will not be registered under the Securities Act of 1933, as amended. The closing of the Offering is not conditioned upon the closing of the concurrent private placement. Centuri is not selling any shares of common stock in the proposed Offering or the concurrent private placement and will not receive any proceeds from the sale of the shares being offered by Southwest Gas. J.P. Morgan, UBS Investment Bank and Wells Fargo Securities are acting as joint lead book-running managers for the proposed Offering. BofA Securities and Moelis & Company are acting as book-running managers for the proposed Offering.