UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On March 8, 2023, Southwest Gas Holdings, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and BofA Securities, Inc., as representatives of the several underwriters named in Schedule 1 thereto (the “Underwriters”). Pursuant to the terms and conditions of the Underwriting Agreement, the Company agreed to sell 3,576,180 shares of its common stock, $1.00 par value per share (“common stock”), at a public offering price of $60.12 per share. Pursuant to the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 536,427 shares of common stock, which the Underwriters exercised in full on March 8, 2023. The common stock was offered and sold pursuant to a prospectus supplement, dated March 8, 2023, and a base prospectus, dated December 2, 2020, relating to the Company’s effective shelf registration statement on Form S-3 (File No. 333-251074). A copy of the Underwriting Agreement is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The summary of the Underwriting Agreement set forth above is qualified in its entirety by reference to Exhibit 1.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SOUTHWEST GAS HOLDINGS, INC. | ||||||
| Date: March 10, 2023 | /s/ Robert J. Stefani | |||||
| Robert J. Stefani | ||||||
| Senior Vice President/Chief Financial Officer | ||||||