UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Amendment No. 1)
CURRENT REPORT
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Explanatory Note
This Amendment No. 1 on Form 8-K/A amends the Current Report on Form 8-K of Southwest Gas Holdings, Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission on August 30, 2021 (the “Initial Form 8-K”), which described, among other matters, the closing of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of June 28, 2021 (the “Merger Agreement”) by and among Centuri Group, Inc. (“Centuri”), a wholly owned subsidiary of the Company, Electric T&D Holding LLC, a wholly owned subsidiary of Centuri, and ETDH Merger Sub, Inc. with Drum Parent, Inc. (“Drum”) and OCM Drum Investors, L.P., as representative of certain stockholders and option holders of Drum, pursuant to which Centuri acquired Riggs Distler & Company, Inc.
This Amendment No. 1 amends the Initial Form 8-K to include the financial statements and unaudited pro forma financial information referred to in Item 9.01(a) and (b) below relating to the Merger.
| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial Statements of Business Acquired.
The unaudited condensed consolidated financial statements of Drum as of June 30, 2021 and for the six months ended June 30, 2021 and the notes thereto are filed herewith as Exhibit 99.1 and incorporated in this Item 9.01(a) by reference.
The audited consolidated financial statements of Drum as of and for the year ended December 31, 2020, the notes thereto and the Independent Auditor’s Report are filed herewith as Exhibit 99.2 and incorporated in this Item 9.01(a) by reference.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial statements of the Company as of and for the six months ended June 30, 2021 and for the year ended December 31, 2020 and the notes thereto, giving effect to the Merger, are filed herewith as Exhibit 99.3 and are incorporated in this Item 9.01(b) by reference.
(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. | ||||||
| /s/ Lori L. Colvin | ||||||
| Date: November 9, 2021 | Lori L. Colvin | |||||
| Vice President/Controller and Chief Accounting Officer | ||||||