Southwest Gas Holdings Completes PEIP Acquisition
Ticker: SWX · Form: 8-K · Filed: 2025-08-12T00:00:00.000Z
Sentiment: neutral
Topics: acquisition, material-definitive-agreement
TL;DR
Southwest Gas just bought Pacific Energy Infrastructure Partners, closing the deal on Aug 6th.
AI Summary
Southwest Gas Holdings, Inc. announced on August 6, 2025, the completion of its acquisition of all outstanding shares of common stock of Pacific Energy Infrastructure Partners, LLC (PEIP) for an undisclosed amount. This transaction, which was previously announced, marks a significant step in Southwest Gas's strategic growth initiatives. The company also reported on August 12, 2025, the entry into a material definitive agreement and the completion of an acquisition of assets.
Why It Matters
This acquisition signifies a strategic move by Southwest Gas Holdings to expand its infrastructure portfolio, potentially impacting its future revenue streams and operational scope within the energy sector.
Risk Assessment
Risk Level: medium — The acquisition of PEIP involves integration risks and potential changes in operational strategy, which could impact Southwest Gas's financial performance.
Key Players & Entities
- Southwest Gas Holdings, Inc. (company) — Registrant
- Pacific Energy Infrastructure Partners, LLC (company) — Acquired entity
- August 6, 2025 (date) — Date of acquisition completion
- August 12, 2025 (date) — Filing date
FAQ
What was the specific dollar amount of the acquisition of Pacific Energy Infrastructure Partners, LLC?
The filing does not disclose the specific dollar amount for the acquisition of Pacific Energy Infrastructure Partners, LLC.
When was the acquisition of Pacific Energy Infrastructure Partners, LLC officially completed?
The acquisition of Pacific Energy Infrastructure Partners, LLC was completed on August 6, 2025.
What is the primary business of Pacific Energy Infrastructure Partners, LLC?
The filing does not explicitly state the primary business of Pacific Energy Infrastructure Partners, LLC, but it is referred to as an entity whose common stock was acquired.
What other items are reported in this 8-K filing besides the acquisition completion?
This 8-K filing also reports on the entry into a material definitive agreement and financial statements and exhibits.
What is Southwest Gas Holdings, Inc.'s state of incorporation and fiscal year end?
Southwest Gas Holdings, Inc. is incorporated in Delaware and its fiscal year ends on December 31.
Filing Stats: 1,448 words · 6 min read · ~5 pages · Grade level 12.8 · Accepted 2025-08-12 08:45:34
Key Financial Figures
- $1 — thwest Gas Holdings, Inc. Common Stock, $1 Par Value SWX New York Stock Exchan
- $0.01 — s of common stock of Centuri, par value $0.01 per share ("Centuri Common Stock"), to
- $19.50 — price to the public in the Offering was $19.50 per share (the "Offering Price"). In ad
- $325 million — received net proceeds of approximately $325 million in respect of the sale of the Shares, a
- $31 million — nt Private Placement were approximately $31 million. Centuri did not receive any of the pro
Filing Documents
- d43113d8k.htm (8-K) — 35KB
- d43113dex101.htm (EX-10.1) — 187KB
- d43113dex102.htm (EX-10.2) — 88KB
- 0001193125-25-178542.txt ( ) — 489KB
- swx-20250806.xsd (EX-101.SCH) — 3KB
- swx-20250806_lab.xml (EX-101.LAB) — 18KB
- swx-20250806_pre.xml (EX-101.PRE) — 11KB
- d43113d8k_htm.xml (XML) — 4KB
Financial Statements and Exhibits
Financial Statements and Exhibits. (b) Pro Forma Financial Information. Any required pro forma financial information with respect to the Deconsolidation will be filed by amendment to this Item 9.01(b). (d) Exhibits. Exhibit No. Description 10.1+ Underwriting Agreement, dated as of August 7, 2025, by and among Centuri Holdings Inc., Southwest Gas Holdings, Inc. and J.P. Morgan Securities LLC, as representative of the underwriters named therein. 10.2+* Common Stock Purchase Agreement, dated as of August 6, 2025, by and among Southwest Gas Holdings, Inc., Icahn Partners LP and Icahn Partners Master Fund LP. 104 Cover Page formatted in Inline XBRL + Certain of the schedules and attachments to this exhibit have been omitted in accordance with Regulation S-K, Item 601(a)(5). The registrant hereby undertakes to provide further information regarding such omitted materials to the SEC upon request. * Certain personal information in this exhibit has been omitted in accordance with Regulation S-K Item 601(a)(6).
SIGNATURES
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. August 12, 2025 /s/ Catherine M. Mazzeo Catherine M. Mazzeo Senior Vice President/Chief Legal, Safety & Compliance Officer and Corporate Secretary