UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 20)
Southwest Gas Holdings, Inc.
(Name of Subject Company)
Southwest Gas Holdings, Inc.
(Name of Persons Filing Statement)
Common Stock, par value $1 per share
Preferred Stock Purchase Rights
(Title of Class of Securities)
844895102
(CUSIP Number of Class of Securities)
Karen S. Haller
Executive Vice President / Chief Legal & Administrative Officer
Southwest Gas Holdings, Inc.
8360 S. Durango Dr., P.O. Box 98510
Las Vegas, Nevada
(702) 876-7237
(Name, Address and Telephone Number, including area code, of Agent For Service)
With copies to:
| Brandon C. Parris Morrison & Foerster LLP 425 Market Street San Francisco, CA 94105 (415) 268-7000 |
Spencer D. Klein Morrison & Foerster LLP 250 West 55th Street New York, NY 10019 (212) 468-1000 |
(Name, address, and telephone numbers of person authorized to receive notices and communications
on behalf of the persons filing statement)
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Introduction
This Amendment No. 20 to Schedule 14D-9 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended from time to time, the “Statement”) originally filed by Southwest Gas Holdings, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission on November 9, 2021. The Statement relates to the unsolicited tender offer by IEP Utility Holdings LLC, a Delaware limited liability company, and Icahn Enterprises Holdings L.P., a Delaware limited partnership, to purchase any and all of the issued and outstanding shares of common stock, par value $1 per share, of the Company at a price of $82.50 per share, in cash, without interest and less any applicable withholding taxes. Except as otherwise set forth in this Amendment, the information set forth in the Statement remains unchanged.
The Statement is hereby amended and supplemented as follows:
| Item 9 | Financial Statements and Exhibits. |
Item 9 of the Statement is hereby amended and supplemented by adding the following exhibits:
| Exhibit No. |
Description | |
| (a)(38) | Presentation, dated April 19, 2022, with respect to the Board’s Strategy to Maximize Value for All Stockholders | |
| (a)(39) | Press Release, dated April 19, 2022, with respect to Carl Icahn’s Open Letter to Stockholders | |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
| SOUTHWEST GAS HOLDINGS, INC.
/s/ Thomas E. Moran | ||||||
| Date: April 19, 2022 | Thomas E. Moran | |||||
| Vice President/Corporate Secretary/Legal Counsel |