Southwest Gas Holdings prices an upsized public offering of Centuri shares at $20.75 each, with potential Icahn-linked private placement and June 18 closing.
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| Southwest Gas Holdings announces $202M secondary offering of Centuri Holdings shares at $20.75 each, with Icahn-backed private placement pending regulatory review. Image: CH |
LAS VEGAS, USA — June 17, 2025:
Southwest Gas Holdings has announced the pricing of an upsized secondary public offering of Centuri Holdings, Inc. common stock, increasing the total number of shares on offer from 9.5 million to 9.75 million at a price of $20.75 per share. The gross proceeds from the sale, prior to deducting underwriting discounts and other expenses, are expected to exceed $202 million. The offering is scheduled to close on June 18, 2025, subject to customary closing conditions.
Additionally, Southwest Gas Holdings has granted underwriters a 30-day option to purchase up to 1,462,500 more shares of Centuri common stock. The offering is underwritten and led by J.P. Morgan and Wells Fargo Securities, with additional support from major financial institutions including BofA Securities, KeyBanc, Mizuho, TD Securities, and UBS Investment Bank.
In conjunction with the public offering, Southwest Gas has entered into a conditional agreement to sell $22 million worth of Centuri shares in a concurrent private placement to Icahn Partners and Icahn Partners Master Fund LP, entities affiliated with billionaire investor Carl C. Icahn. The private placement is priced at the same rate as the public offering and is contingent upon antitrust review under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, along with other customary conditions. If the placement is not completed by July 9, 2025, it will be terminated.
Importantly, the concurrent private placement will not be registered under the Securities Act of 1933 and is not contingent on the public offering’s completion.
Centuri’s offering is being made under an effective shelf registration statement filed with the U.S. Securities and Exchange Commission (SEC). A preliminary prospectus supplement detailing the terms of the offering will be available at www.sec.gov. Requests for the full prospectus can be made through J.P. Morgan Securities LLC or Wells Fargo Securities at the contact details listed in the official release.
Southwest Gas emphasized that the announcement does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction where such action would be unlawful. The offering will be made only through a final prospectus filed with the SEC in compliance with applicable securities laws.
This strategic move comes as Southwest Gas continues to restructure and streamline its holdings, potentially unlocking value through the separation of Centuri—a utility infrastructure services business—from its core natural gas operations.