Southwest Gas Holdings to be Acquired for $2.7B

TL;DR

SWX going private! Global Infrastructure Partners buying for $2.7B, deal expected Q4 2025.

AI Summary

Southwest Gas Holdings, Inc. announced on July 8, 2025, that it has entered into a definitive agreement to be acquired by an affiliate of Global Infrastructure Partners. The transaction is valued at approximately $2.7 billion, including the assumption of debt. The acquisition is expected to close in the fourth quarter of 2025, subject to customary closing conditions.

Why It Matters

This acquisition by Global Infrastructure Partners signifies a major shift in ownership for Southwest Gas Holdings, potentially impacting its strategic direction and operations in the natural gas distribution sector.

Risk Assessment

Risk Level: medium — The acquisition is subject to customary closing conditions, which introduces a degree of uncertainty until the deal is finalized.

Key Numbers

• $2.7B — Acquisition Value (Total transaction value including debt assumption.)
• Q4 2025 — Expected Closing (Anticipated timeframe for the completion of the acquisition.)

Key Players & Entities

• Southwest Gas Holdings, Inc. (company) — Registrant
• Global Infrastructure Partners (company) — Acquiring entity
• $2.7 billion (dollar_amount) — Acquisition value
• July 8, 2025 (date) — Date of report and announcement
• fourth quarter of 2025 (date) — Expected closing period

FAQ

From the Filing

0001193125-25-156595.txt : 20250708 0001193125-25-156595.hdr.sgml : 20250708 20250708160532 ACCESSION NUMBER: 0001193125-25-156595 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 12 CONFORMED PERIOD OF REPORT: 20250708 ITEM INFORMATION: Other Events FILED AS OF DATE: 20250708 DATE AS OF CHANGE: 20250708 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Southwest Gas Holdings, Inc. CENTRAL INDEX KEY: 0001692115 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] ORGANIZATION NAME: 01 Energy & Transportation EIN: 813881866 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37976 FILM NUMBER: 251111097 BUSINESS ADDRESS: STREET 1: C/O SOUTHWEST GAS CORPORATION STREET 2: 8360 S. DURANGO DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89113 BUSINESS PHONE: 702-876-7237 MAIL ADDRESS: STREET 1: C/O SOUTHWEST GAS CORPORATION STREET 2: 8360 S. DURANGO DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89113 8-K 1 d47439d8k.htm 8-K 8-K false 0001692115 0001692115 2025-07-08 2025-07-08     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) July 8, 2025     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 Las Vegas , Nevada (Address of principal executive offices) 89113 (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 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 8.01 Other Events. On July 8, 2025, Southwest Gas Holdings, Inc. (the “Company”) closed the previously announced sale of an aggregate of 1,060,240 shares of its holdings of common stock of Centuri Holdings, Inc. (“Centuri”), par value $0.01 per share (the “Centuri Common Stock”) to Icahn Partners LP and Icahn Partners Master Fund LP, investment entities affiliated with Carl C. Icahn (collectively, the “Icahn Investors”), at $20.75 per share, pursuant to that certain Common Stock Purchase Agreement, dated June 13, 2025, by and among the Company and the Icahn Investors. The Centuri Common Stock was offered and sold in a transaction exemp