Centuri Holdings, Inc. Files Amendment to S-1 Registration Statement

TL;DR

<b>Centuri Holdings, Inc. has filed an amendment to its S-1 registration statement, indicating progress in its public offering process.</b>

AI Summary

Centuri Holdings, Inc. (CTRI) filed a Amended IPO Registration (S-1/A) with the SEC on April 8, 2024. Centuri Holdings, Inc. filed an amendment (S-1/A) to its registration statement on April 8, 2024. The company is incorporated in Delaware with its principal executive offices in Phoenix, Arizona. The filing is under the Securities Act of 1933, with registration number 333-278178. Centuri Holdings, Inc. operates in the Natural Gas Transmission & Distribution sector (SIC 4923). The filing indicates the company is a non-accelerated filer and not an emerging growth company.

Why It Matters

For investors and stakeholders tracking Centuri Holdings, Inc., this filing contains several important signals. This amendment suggests Centuri Holdings is moving forward with its plans to become a publicly traded company, which could provide access to capital for growth and expansion. As a non-accelerated filer, the company may have fewer reporting obligations compared to larger filers, potentially streamlining its compliance efforts.

Risk Assessment

Risk Level: low — Centuri Holdings, Inc. shows low risk based on this filing. The filing is an amendment to a registration statement, which is a standard procedural step in the IPO process and does not contain new financial performance data or significant business updates.

Analyst Insight

Monitor future filings for the effectiveness of the registration statement and details regarding the proposed public offering.

Key Numbers

• 333-278178 — Registration Number (S-1 Registration Statement)
• 4923 — SIC Code (Natural Gas Transmission & Distribution)
• 1235 — Business Phone Area Code (Phoenix, AZ office)

Key Players & Entities

• Centuri Holdings, Inc. (company) — Registrant name
• 0001193125-24-089643 (other) — Accession Number
• 20240408 (date) — Filing date
• 333-278178 (other) — Registration Number
• 19820 North 7th Avenue, Suite 120 Phoenix, Arizona 85027 (location) — Principal executive offices address
• William J. Fehrman (person) — Agent for service name
• Morrison & Foerster LLP (company) — Legal counsel
• Skadden, Arps, Slate, Meagher & Flom LLP (company) — Legal counsel

FAQ

Industry Context

Centuri Holdings operates in the Natural Gas Transmission & Distribution industry, a sector critical for energy infrastructure.

Regulatory Implications

The filing is made under the Securities Act of 1933, which governs the registration of securities offered to the public.

What Investors Should Do

1. Review the final S-1 prospectus once effective for detailed business and financial information.
2. Track the company's stock performance post-IPO.
3. Analyze competitor filings in the natural gas distribution sector.

Key Dates

• 2024-04-08: Filing of S-1/A Amendment — Indicates progress in the IPO registration process.

Year-Over-Year Comparison

This is an amendment to a previous filing, not the initial S-1 or a periodic report, so direct comparison of financial metrics is not applicable.

Key Financial Figures

• $0.01 — f shares of the common stock, par value $0.01 per share (common stock), of Centuri Ho
• $18.00 — are of our common stock will be between $18.00 and $21.00. We have been approved to li
• $21.00 — common stock will be between $18.00 and $21.00. We have been approved to list our shar
• $1.3 m — s allocated in 2023, 2022 and 2021 were $1.3 million, $1.6 million and $1.0 million, r
• $1.6 million — 2023, 2022 and 2021 were $1.3 million, $1.6 million and $1.0 million, respectively. Such am
• $1.0 m — 021 were $1.3 million, $1.6 million and $1.0 million, respectively. Such amounts are p

Filing Documents

• d507887ds1a.htm (S-1/A) — 2488KB
• d507887dex31.htm (EX-3.1) — 109KB
• d507887dex51.htm (EX-5.1) — 10KB
• d507887dex101.htm (EX-10.1) — 428KB
• d507887dex102.htm (EX-10.2) — 82KB
• d507887dex103.htm (EX-10.3) — 183KB
• d507887dex1018.htm (EX-10.18) — 105KB
• d507887dex1019.htm (EX-10.19) — 72KB
• d507887dex1020.htm (EX-10.20) — 19KB
• d507887dex1021.htm (EX-10.21) — 29KB
• d507887dex1022.htm (EX-10.22) — 58KB
• d507887dex231.htm (EX-23.1) — 1KB
• d507887dexfilingfees.htm (EX-FILING FEES) — 28KB
• g507887dsp001.jpg (GRAPHIC) — 3KB
• g507887g01p21.jpg (GRAPHIC) — 621KB
• g507887g01t17.jpg (GRAPHIC) — 159KB
• g507887g02p22.jpg (GRAPHIC) — 497KB
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• g507887g62j91.jpg (GRAPHIC) — 130KB
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• g507887g98i39.jpg (GRAPHIC) — 42KB
• 0001193125-24-089643.txt (&nbsp;) — 8658KB

RISK FACTORS

RISK FACTORS 24 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 64

USE OF PROCEEDS

USE OF PROCEEDS 66 DIVIDEND POLICY 67 CAPITALIZATION 68

DILUTION

DILUTION 69 THE SEPARATION TRANSACTIONS 71 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION 74

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 79

BUSINESS

BUSINESS 103 MANAGEMENT 124 EXECUTIVE AND DIRECTOR COMPENSATION 133 PRINCIPAL STOCKHOLDER 162 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 163

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 172 DESCRIPTION OF CERTAIN INDEBTEDNESS 179 SHARES ELIGIBLE FOR FUTURE SALE 181 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF OUR COMMON STOCK 184 UNDERWRITING (CONFLICTS OF INTEREST) 188 CONCURRENT PRIVATE PLACEMENT 200 LEGAL MATTERS 200 EXPERTS 200 WHERE YOU CAN FIND MORE INFORMATION 200 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 Through and including , 2024 (25 days after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This delivery is in addition to a dealers obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription. You should rely only on the information contained in this prospectus or contained in any free writing prospectus filed with the SEC and which we have prepared or that has been prepared on our behalf or to which we have referred you. Neither we nor any of the underwriters have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or in any free writing prospectus prepared by us or on our behalf or to which we have referred you. We and the underwriters take no responsibility for, and cannot assure you as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares of our common stock offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. We are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions in which offers and sales are permitted. The information contained in this prospectus is current only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of shares of our common stock. Our business, result

View Full Filing

View this S-1/A filing on SEC EDGAR