Morrison Foerster advised Southwest Gas Holdings, Inc. (“Southwest Gas”) (NYSE: SWX) and Centuri Holdings, Inc. (“Centuri”) (NYSE: CTRI), a consolidated subsidiary of Southwest Gas, in a follow-on offering of Centuri’s common stock held by Southwest Gas. Southwest Gas sold 10,350,000 shares of Centuri’s common stock at a public offering price of $17.50 per share.
In addition to the shares of Centuri's common stock sold in the follow-on offering, Icahn Partners and Icahn Partners Master Fund LP, investment entities affiliated with Carl C. Icahn, purchased an aggregate of 2,857,142 shares of Centuri's common stock from Southwest Gas in a concurrent private placement at a price per share equal to the follow-on offering price. Southwest Gas received gross proceeds of approximately $230 million from the follow-on offering and concurrent private placement. The follow-on offering and concurrent private placement closed on May 22, 2025.
The MoFo team was led by Austin capital markets partner John Hensley and Washington, D.C. capital markets partner Justin Salon, and included New York capital markets associate Carolina Bernal-Ramirez, Austin capital markets associate Eric Harper, Washington, D.C. capital markets associate Elizabeth McGuire, Austin capital markets associate Melissa Flocks and San Francisco M&A partner Brandon Parris. New York tax partners Richard Nugent and Anthony Carbone, Los Angeles tax partner Dave Sturgeon and New York law clerk Seth Stowe provided tax counsel on the matter.
