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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 22, 2024

 

 

SOUTHWEST GAS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-37976   81-3881866

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

8360 S. Durango Drive
Post Office Box 98510
Las Vegas, Nevada
(Address of principal executive offices)

 

89193-8510
(Zip Code)

Registrant’s telephone number, including area code: (702) 876-7237

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol

 

Name of each exchange

on which registered

Southwest Gas Holdings, Inc. Common Stock, $1 Par Value   SWX   New York Stock Exchange
Preferred Stock Purchase Rights   N/A   New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 1.01 Entry into a Material Definitive Agreement.

On March 22, 2024, Centuri Group, Inc. (“Centuri”), a wholly owned subsidiary of Southwest Gas Holdings, Inc. (the “Company”), and Centuri Canada Division Inc. entered into Amendment No. 4 (“Amendment No. 4”) to the Second Amended and Restated Credit Agreement, dated as of August 27, 2021 (as amended, the “Centuri Credit Facility”), with the lenders thereto, and Wells Fargo Bank, National Association, as administrative agent.

Amendment No. 4 amends the financial covenants of the Centuri Credit Facility to increase the maximum total net leverage ratio financial covenants for the fiscal quarter ending March 31, 2024 to 5.75 to 1.00, for the fiscal quarter ending June 30, 2024 to 6.00 to 1.00 and for the fiscal quarter ending September 30, 2024 to 5.75 to 1.00. In addition, Amendment No. 4 increased the adjusted maximum total net leverage ratio financial covenants, which are applicable in the event that a “Qualified IPO” (as defined therein) is consummated, for each of the fiscal quarters ended March 31, 2024, June 30, 2024 and September 30, 2024. The terms of the Centuri Credit Facility otherwise remain unchanged.

The foregoing description of Amendment No. 4 does not purport to be complete and is qualified in its entirety by reference to Amendment No. 4, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

 

Exhibit
No.
  

Description

10.1    Amendment No. 4 to Second Amended and Restated Centuri Credit Agreement
104    Cover Page formatted in Inline XBRL


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.
March 22, 2024      

/s/ Robert J. Stefani

      Robert J. Stefani
      Senior Vice President/Chief Financial Officer