Centuri Announces Secondary Public Offering of Common Stock with Southwest Gas Holding 15 Million Shares and Icahn Partners Buying 1.57 Million Shares Concurrently.

Centuri Holdings has announced a secondary public offering of 15 million shares by Southwest Gas Holdings, with an option to purchase an additional 2.25 million shares. The offering is expected to close following a concurrent private placement with Icahn Partners and Icahn Partners Master Fund LP. Centuri will not sell any shares and will not receive proceeds from the offering. J.P. Morgan, Wells Fargo Securities, BofA Securities, and Moelis & Company are acting as joint lead book-running managers.

Southwest Gas Holdings (SWX) has announced a secondary public offering of Centuri Holdings (CTRI) common stock, marking a significant divestiture of its stake in the utility infrastructure services provider. The offering includes 15 million existing shares with an additional 30-day option for underwriters to purchase up to 2.25 million shares [1].

The offering is part of a carefully planned exit strategy that combines a public offering with a concurrent private placement. Icahn Partners and Icahn Partners Master Fund LP, affiliated with activist investor Carl C. Icahn, will purchase an aggregate of 1,573,500 shares of Centuri's common stock from Southwest Gas Holdings at the same price as the public offering [2]. The private placement is expected to close immediately following the closing of the public offering and is subject to customary closing conditions.

The proceeds from the public offering will go to Southwest Gas Holdings as the selling stockholder, rather than to Centuri. This move signifies a monetization of Southwest Gas's position in Centuri rather than a capital raise for the latter. The transaction structure indicates a significant portion of Southwest Gas's Centuri holdings, though the exact percentage is not specified in the press release [1].

The involvement of Icahn Partners in the private placement suggests continued strategic interest in Centuri following his previous activist campaigns targeting Southwest Gas. The transaction will likely have a material impact on Southwest Gas Holdings' balance sheet and capital allocation strategy, potentially allowing it to focus more on its core natural gas utility operations [1].

J.P. Morgan, Wells Fargo Securities, BofA Securities, and Moelis & Company are acting as joint lead book-running managers for the offering [2]. The sale of the shares is not contingent on the completion of the private placement, and the closing of the offering is not subject to the closing of the private placement.

References:
[1] https://www.stocktitan.net/news/SWX/southwest-gas-holdings-announces-launch-of-secondary-public-offering-hgr7ubzdvtnr.html
[2] https://www.marketscreener.com/news/southwest-gas-holdings-announces-launch-of-secondary-public-offering-of-centuri-holdings-inc-commo-ce7c5edcd98cf325