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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) March 7, 2023

 

 

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 Dr.

Post Office Box 98510

Las Vegas, Nevada

(Address of principal executive offices)

89193-8510

(Zip Code)

Registrant’s telephone number, including area code: (702) 876-7237

 

 

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))

Securities registered pursuant to Section 12(b) of the Act:

 

(Title of class)

 

(Trading

symbol)

 

(Exchange on
which registered)

Southwest Gas Holdings, Inc. Common Stock, $1 par value   SWX   New York Stock Exchange

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 March 7, 2023, Southwest Gas Holdings, Inc. released certain unaudited pro forma financial information to reflect its previously completed sale of all of the equity interests in MountainWest Pipelines Holding Company to Williams Partners Operating LLC, a wholly owned subsidiary of The Williams Companies, Inc. (the “MountainWest Sale”), and the previously announced decision of its board of directors to pursue a spin-off of Centuri Group, Inc. into a standalone, independent public company (the “Centuri Spin-off” and together with the MountainWest Sale, the “Transactions”).

Pro forma financial information regarding the impact of the Transactions is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 

Item 9.01.

Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

The unaudited pro forma combined financial statements of the Company as of and for the years ended December 31, 2022, 2021 and 2020 are attached hereto as Exhibit 99.1 and are incorporated herein by reference.

(d) Exhibits.

 

Exhibit

No.

   Description
99.1    Unaudited pro forma combined financial statements of Southwest Gas Holdings, Inc. as of and for the years ended December 31, 2022, 2021 and 2020.
104    Cover Page formatted in Inline XBRL.


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.
     

/s/ Robert J. Stefani

Date: March 7, 2023       Robert J. Stefani
      Senior Vice President/Chief Financial Officer