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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/22/24 Southwest Gas Holdings, Inc. 8-K:1,9 3/22/24 12:279K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 27K 2: EX-10.1 Material Contract HTML 91K 7: R1 Document and Entity Information HTML 51K 9: XML IDEA XML File -- Filing Summary XML 13K 12: XML XBRL Instance -- d773058d8k_htm XML 19K 8: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 4: EX-101.DEF XBRL Definitions -- swx-20240322_def XML 41K 5: EX-101.LAB XBRL Labels -- swx-20240322_lab XML 68K 6: EX-101.PRE XBRL Presentations -- swx-20240322_pre XML 43K 3: EX-101.SCH XBRL Schema -- swx-20240322 XSD 15K 10: JSON XBRL Instance as JSON Data -- MetaLinks 14± 22K 11: ZIP XBRL Zipped Folder -- 0001193125-24-075301-xbrl Zip 27K
| 8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form i 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) i March 22, 2024
i SOUTHWEST GAS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| i Delaware | i 001-37976 | i 81-3881866 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| i 8360 S. Durango Drive |
| i Post Office Box 98510 |
| i Las Vegas, i Nevada |
| (Address of principal executive offices) |
| i 89193-8510 |
| (Zip Code) |
Registrant’s telephone number, including area code: i (702) i 876-7237
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
| i Southwest Gas Holdings, Inc. Common Stock, $1 Par Value | i SWX | i New York Stock Exchange | ||
| i Preferred Stock Purchase Rights | N/A | i New York Stock Exchange |
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:
| i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 i ☐
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 1.01 Entry into a Material Definitive Agreement.
On March 22, 2024, Centuri Group, Inc. (“Centuri”), a wholly owned subsidiary of Southwest Gas Holdings, Inc. (the “Company”), and Centuri Canada Division Inc. entered into Amendment No. 4 (“Amendment No. 4”) to the Second Amended and Restated Credit Agreement, dated as of August 27, 2021 (as amended, the “Centuri Credit Facility”), with the lenders thereto, and Wells Fargo Bank, National Association, as administrative agent.
Amendment No. 4 amends the financial covenants of the Centuri Credit Facility to increase the maximum total net leverage ratio financial covenants for the fiscal quarter ending March 31, 2024 to 5.75 to 1.00, for the fiscal quarter ending June 30, 2024 to 6.00 to 1.00 and for the fiscal quarter ending September 30, 2024 to 5.75 to 1.00. In addition, Amendment No. 4 increased the adjusted maximum total net leverage ratio financial covenants, which are applicable in the event that a “Qualified IPO” (as defined therein) is consummated, for each of the fiscal quarters ended March 31, 2024, June 30, 2024 and September 30, 2024. The terms of the Centuri Credit Facility otherwise remain unchanged.
The foregoing description of Amendment No. 4 does not purport to be complete and is qualified in its entirety by reference to Amendment No. 4, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Amendment No. 4 to Second Amended and Restated Centuri Credit Agreement | |
| 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. | ||||||
| March 22, 2024 | ||||||
| Robert J. Stefani | ||||||
| Senior Vice President/Chief Financial Officer | ||||||
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 9/30/24 | ||||
| 6/30/24 | ||||
| 3/31/24 | ||||
| Filed on / For Period end: | 3/22/24 | DEFR14A | ||
| 8/27/21 | 8-K, 8-K/A | |||
| List all Filings | ||||