(Southwest Gas, 4.Dec.2023) — Southwest Gas Holdings, Inc. (NYSE: SWX) today announced its intent to pursue an initial public offering (IPO) of newly issued shares of Centuri Holdings, Inc. in the spring/summer 2024. The Southwest Gas board of directors has determined that an IPO is the optimal path to advance the separation of Centuri Group, Inc. (Centuri) as an independent utility infrastructure services company to maximize value for Southwest Gas shareholders.
“We plan to move forward with an IPO of Centuri once we have onboarded a new Chief Executive Officer of Centuri to lead the business into its next chapter as an independent publicly-traded company. We are highly encouraged by the receptivity for the separation of Centuri as we seek to unlock value for Southwest Gas shareholders, and we look forward to Centuri’s planned debut as a separate public company,” said Karen Haller, President and Chief Executive Officer of Southwest Gas. Current Centuri CEO Paul M. Daily previously announced his plan to retire in 2024 after his successor has been identified and onboarded.
As previously announced, Centuri Holdings has confidentially submitted a draft Registration Statement on Form S-1 with the U.S. Securities and Exchange Commission (SEC). The execution of the IPO is subject to market and other conditions, the completion of the SEC’s review process, and final Board approval to proceed with the transaction. The IPO will be tax-free to both Southwest Gas and Centuri.
The primary use of cash proceeds from the IPO is expected to be the repayment of outstanding debt at Centuri to enhance its financial flexibility post-separation. Following the IPO, Southwest Gas intends to further reduce its ownership in Centuri through sales of its remaining Centuri Holdings shares into the market or through one or more exchange offers or a combination thereof.
As of 31 Dec. 2022, the Company had a U.S. federal net operating loss (“NOL”) carryforward of $932.8mn, which could be available to offset a taxable gain incurred by the Company in connection with a taxable disposition of the Centuri stock. The Company also retains strategic flexibility to separate Centuri through a tax-free spin-off of all or a part of Centuri in the event market conditions are not conducive to an IPO or secondary sales by Southwest Gas following an IPO.