Morrison Foerster advised Southwest Gas Holdings, Inc. (“Southwest Gas”) (NYSE: SWX) and Centuri Holdings, Inc. (“Centuri”) (NYSE: CTRI), a former subsidiary of Southwest Gas, in Southwest Gas’s full separation from Centuri, which was completed on September 5, 2025. The final step of the separation was affected through a follow-on offering of 27,362,210 existing shares of Centuri’s common stock held by Southwest Gas, which closed on September 5, 2025. Southwest Gas received gross proceeds of approximately $536 million from the final follow-on offering.
MoFo has been working with each of Southwest Gas and Centuri towards this separation since 2022, which included the $327.7 million Centuri IPO and concurrent private placement in 2024 and a series of four underwritten offerings and three private placements in 2025. Southwest Gas received aggregate gross proceeds of approximately $1.29 billion in the 2025 follow-on offerings and private placements.
The MoFo team on the securities offerings 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, and Austin capital markets associate Melissa Flocks. New York tax partners Richard Nugent and Anthony Carbone, and Los Angeles tax partner Dave Sturgeon provided tax counsel on the matter.
The process for the overall separation transaction, was led by Brandon C. Parris, who is a San Francisco M&A partner and co-chair of the Global Transactions Dept. The broader MoFo team on the overall separation also included San Francisco M&A partner Mike O’Bryan, New York M&A partner Joe Sulzbach, New York tax partners Richard Nugent and Anthony Carbone, Palo Alto securities litigation partner Erik Olson, and Miami M&A associate Gabriella Fortun.
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