Icahn Entities Amend Filing for Southwest Gas Holdings

TL;DR

Icahn's crew updated their Southwest Gas filing. Watch this space.

AI Summary

Carl Icahn, through various entities including Icahn Capital LP and Icahn Enterprises L.P., has filed an amendment to their Schedule 13D concerning Southwest Gas Holdings, Inc. The filing, dated October 15, 2024, indicates a change in their beneficial ownership or investment strategy regarding the company. Specific details on the exact percentage change or dollar amounts are not provided in this header information.

Why It Matters

This filing signals potential shifts in activist investor Carl Icahn's stake or strategy concerning Southwest Gas, which could impact the company's future operations or shareholder value.

Risk Assessment

Risk Level: medium — Filings by activist investors like Carl Icahn often precede significant corporate actions or changes, introducing uncertainty.

Key Players & Entities

• Southwest Gas Holdings, Inc. (company) — Subject Company
• Icahn Carl C (person) — Filing Person
• Icahn Capital LP (company) — Group Member
• Icahn Enterprises L.P. (company) — Group Member
• 20241015 (date) — Filing Date

FAQ

Key Financial Figures

• $1.00 — ame of Issuer) Common Stock, Par Value $1.00 per share (Title of Class of Securitie

Filing Documents

• tm2426199d1_sc13da.htm (SC 13D/A) — 25KB
• 0001104659-24-108606.txt ( ) — 27KB

of the Schedule 13D is hereby amended by

Item 4 of the Schedule 13D is hereby amended by adding the following : On October 15, 2024, the Issuer, the Reporting Persons and Mr. Andrew J. Teno entered into an Amended and Restated Cooperation Agreement (the “ Updated Cooperation Agreement ”). The Updated Cooperation Agreement amends, restates, supersedes and replaces the Amended and Restated Cooperation Agreement entered into between the Issuer, the Reporting Persons and Mr. Teno on November 21, 2023 (referred to as the “ Amended and Restated Cooperation Agreement ”). The Updated Cooperation Agreement provides that certain provisions, including the right to nominate directors, will remain in effect for the 2025 annual meeting of the stockholders of the Issuer (“ 2025 Annual Meeting ”). Pursuant to, and subject to, the terms of the Updated Cooperation Agreement, the Reporting Persons have the right to continue to designate up to four individuals to serve on the Board of the Issuer, which currently are Andrew W. Evans, Henry Linginfelter, Ruby Sharma and Andrew Teno (each, an “ Icahn Designee ” and, collectively, the “ Icahn Designees ”), and the Issuer has agreed to nominate the Icahn Designees for election at the 2025 Annual Meeting. The Updated Cooperation Agreement provides for participation by the Icahn Designees in the Strategic Transactions Committee and the other committees of the Board. Subject to the qualifications set forth therein, the standstill restrictions on the Reporting Persons will remain in effect until, and the Updated Cooperation Agreement will terminate upon, the later of (i) one minute following the completion of the 2025 Annual Meeting, and (ii) the earlier of (1) one minute following the time at which Mr. Teno (or any Replacement Designee for Mr. Teno, as defined in the Updated Cooperation Agreement) is no longer serving as a director on the Board and (2) the date that is thirty days prior to the expiration of the advance no

of the Schedule 13D is hereby amended by

Item 7 of the Schedule 13D is hereby amended by the addition of the following exhibit: Exhibit 6. Amended and Restated Cooperation Agreement, dated October 15, 2024, by and among Southwest Gas Holdings, Inc., the Reporting Persons and Andrew J. Teno (incorporated by reference to Exhibit 10.1 to Southwest Gas Holdings, Inc.’s Current Report on Form 8-K filed by with the Securities and Exchange Commission on October 15, 2024). SIGNATURE After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: October 15, 2024 ICAHN PARTNERS LP ICAHN ONSHORE LP ICAHN PARTNERS MASTER FUND LP ICAHN OFFSHORE LP ICAHN CAPITAL LP By: /s/ Jesse Lynn Name: Jesse Lynn Title: Chief Operating Officer BECKTON CORP. By: /s/ Ted Papapostolou Name: Ted Papapostolou Title: Vice President IPH GP LLC By: Icahn Enterprises Holdings L.P., its sole member By: Icahn Enterprises G.P. Inc., its general partner ICAHN ENTERPRISES HOLDINGS L.P. By: Icahn Enterprises G.P. Inc., its general partner ICAHN ENTERPRISES G.P. INC. By: /s/ Ted Papapostolou Name: Ted Papapostolou Title: Chief Financial Officer IEP UTILITY HOLDINGS LLC By: /s/ Ted Papapostolou Name: Ted Papapostolou Title: Chief Financial Officer /s/ Carl C. Icahn CARL C. ICAHN [Signature Page of Schedule 13D Amendment No. 9 – SWX]