Morrison Foerster advised Southwest Gas Holdings (NYSE: SWX) and Centuri (NYSE: CTRI), a former wholly owned subsidiary of Southwest Gas, in connection with Centuri’s initial public offering (IPO) on the New York Stock Exchange and concurrent private placement with investment entities affiliated with Carl Icahn. The IPO priced 12,400,000 shares of Centuri's common stock at an initial public offering price of $21.00 per share.
In addition to the shares of Centuri's common stock sold in the IPO, Centuri announced that Icahn Partners and Icahn Partners Master Fund LP, investment entities affiliated with Carl C. Icahn, will purchase 2,591,929 shares of Centuri's common stock in a concurrent private placement at a price per share equal to the IPO price. The gross proceeds from the IPO and concurrent private placement were $353.8 million. The IPO and concurrent private placement closed on April 22, 2024.
The IPO is part of Southwest Gas Holdings’ previously announced plans to separate Centuri. In connection with the IPO, Southwest Gas and Centuri entered into agreements in order to facilitate a future full separation of Centuri from Southwest Gas Holdings.
The MoFo team advising Southwest Gas and Centuri on the IPO was led by Austin capital markets partner John Hensley and Washington, D.C. capital markets partner Justin Salon, and the separation transactions are being led by San Francisco M&A partner Brandon Parris and Washington, D.C. M&A partner David Slotkin. Assisting in the IPO were Austin associate Eric Harper, and Washington D.C. associates Elizabeth McGuire and Melissa Flocks. Assisting in the separation transactions are San Francisco M&A partner Mike O’Bryan, New York partner Joesph Sulzbach, Boston M&A partner Kevin Madden and San Diego associate Dustin McKenzie and New York associate Vonnie Nam. Tax advice is being provided by San Francisco Partner Joy MacIntyre and New York partners Anthony Carbone and Katherine Erbeznik.
Read the press release.
