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United States securities and exchange commission logo
October 19, 2023
Paul M. Daily
Chief Executive Officer
Centuri Holdings, Inc.
19820 North 7th Avenue, Suite 120
Phoenix, AZ 85027
Re: Centuri Holdings,
Inc.
Draft Registration
Statement on Form S-1
Submitted September
22, 2023
CIK No. 0001981599
Dear Paul M. Daily:
We have reviewed your
draft registration statement and have the following comments.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to this
letter and your amended
draft registration statement or filed registration statement, we may
have additional comments.
Draft Registration Statement on Form S-1 submitted September 22, 2023
Unaudited Pro Forma Condensed Consolidated Financial Information, page
69
1. Please tell us how you
intend to reflect the issuance of shares to Southwest Gas Holdings
for the transfer of
assets and assumption of liabilities of the Centuri Group in your
unaudited pro forma
financial information. Please provide expanded disclosure in your
narrative discussion
and the accompanying notes to your pro forma financial statements.
2. Please disclose any
revenues, expenses, gains and losses, and related tax effects which
will not recur beyond
12 months after the transaction. For example, tell us how you
considered the total
expenses related to this offering, separation, and distribution. Refer to
Rule 11-02(a)(11)(i) of
Regulation S-X.
Paul M. Daily
FirstName LastNamePaul M. Daily
Centuri Holdings, Inc.
Comapany
October 19,NameCenturi
2023 Holdings, Inc.
October
Page 2 19, 2023 Page 2
FirstName LastName
3. We note the disclosure on page 69 that you expect recurring costs for
certain identified
services will be higher than expenses historically allocated to you by
Southwest Gas
Holdings. Please tell us what consideration was given to reflecting
any of these
incremental costs, including those associated with your transition
services agreement and
other agreements with Southwest Gas Holdings in your pro forma
financial information.
Please refer to Rule 11-02(a)(6)(ii) of Regulation S-X.
4. We refer you to note (b). Please disclose the accounting treatment for
debt issuance costs
and related amortization associated with the revolving line of credit
and term loan. To the
extent these amounts are not clear from the adjustment, please
separately disclose the
components in your footnote.
5. We refer you to note (d). Please expand disclosure of the pro forma
weighted average
basic and diluted shares outstanding to include a reconciliation that
separates the common
shares issued in the public offering from the shares issued in
exchange for the transfer of
assets by Southwest Gas Holdings. See Rule 11-02(a)(9)(ii) of
Regulation S-X.
Exhibits
6. Please file all exhibits required by Item 601(b)(10) of Regulation
S-K. For example,
please file all material contracts, such as the 2022 Cooperation
Agreement with the Icahn
Group and the employment agreements with your named executive
officers.
Please contact Brian McAllister at 202-551-3341 or Craig Arakawa at
202-551-3650 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Michael Purcell at 202-551-5351 or Laura Nicholson at 202-551-3584 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Energy
& Transportation
cc: John Hensley