UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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Item 2.01. Completion of Acquisition or Disposition of Assets.
On February 14, 2023, Southwest Gas Holdings, Inc. (the “Company”) completed its previously announced sale of all of the equity interests in MountainWest Pipelines Holding Company, a wholly owned subsidiary of the Company (“MountainWest”), pursuant to the terms of that certain Purchase and Sale Agreement (the “Purchase Agreement”), dated as of December 14, 2022, by and between the Company, MountainWest and Williams Partners Operating LLC, a wholly owned subsidiary of The Williams Companies, Inc. (collectively, the “Sale”).
Pursuant to the terms of the Purchase Agreement, the total consideration received from the Sale was $1.5 billion in total enterprise value, including approximately $1.080 billion in cash. After the payment of transaction expenses, the net proceeds from the Sale will be used to repay $1.075 billion of the outstanding amount under the Company’s amended 364-day term loan credit agreement entered into in November 2021 in connection with its acquisition of MountainWest (the “MountainWest Loan”), which leaves approximately $73 million outstanding under the MountainWest Loan.
The foregoing description of the Purchase Agreement and the Sale is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K dated December 15, 2022 and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On February 14, 2023, the Company issued a press release related to the Sale, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information furnished herewith pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
Any required pro forma financial information with respect to the Sale will be filed by amendment to this Item 9.01(b).
(d) Exhibits.
| † | The Company has omitted schedules and other similar attachments to such agreement pursuant to Item 601(b) of Regulation S-K. The Company will furnish a copy of such omitted document to the SEC upon request. |
| * | Furnished herewith |
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: February 14, 2023 | Robert J. Stefani | |||||
| Senior Vice President/Chief Financial Officer | ||||||