SUNNY ISLES BEACH - IEP Utility Holdings LLC, an affiliate of Icahn Enterprises L.P. (the 'Offeror'), announced that it has extended the expiration date of its tender offer to purchase any and all of the issued and outstanding shares of the common stock, par value $1.00 per share, of Southwest Gas Holdings, Inc., a Delaware corporation, including the associated rights issued pursuant to the Rights Agreement, dated October 10, 2021 , between the Company and Equiniti Trust Company, as rights agent, that are issued and outstanding, for $82.50 per Share in cash, without interest, less any applicable withholding taxes, until 12:00 midnight, New York City time, on Monday, May 9, 2022, unless further extended or earlier terminated in the event that a condition to the Offer becomes incapable of being satisfied.
The Offer continues to be subject to the remaining conditions set forth in Section 14 - 'Conditions of the Offer' of the Offer to Purchase. Complete terms and conditions of the tender offer can be found in the Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery, the Supplement to the Offer to Purchase, and certain other materials contained in the Offeror's tender offer statement on Schedule TO originally filed with the U.S. Securities and Exchange Commission ('SEC') on October 27, 2021, as amended and as may be further amended from time to time and are available at www.sec.gov. Except as described in this press release, the terms of the tender offer remain the same as set forth in the Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery, and the Supplement to the Offer to Purchase, in each case, as amended.
Continental Stock Transfer & Trust Company, the depositary for the tender offer, has advised the Offeror that, as of 5:00 p.m., New York City time, on April 21, 2022, a total of approximately 10,764,906 Shares had been validly tendered and not properly withdrawn, representing approximately 16.1% of the outstanding Shares (based on 66,849,225 Shares outstanding, which includes the issuance of 6,325,000 Shares by Southwest Gas in an underwritten public offering on March 31, 2022, or 17.8% of the outstanding Shares excluding the Shares that were recently issued in an underwritten public offering). Of the Shares tendered, 3,651,334 Shares were tendered pursuant to guaranteed delivery procedures. Stockholders who have previously validly tendered and not withdrawn their shares do not need to re-tender their shares or take any other action in response to this extension.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this press release are forward-looking statements including, but not limited to, statements that are predications of or indicate future events, trends, plans or objectives. Undue reliance should not be placed on such statements because, by their nature, they are subject to known and unknown risks and uncertainties. Forward-looking statements are not guarantees of future performance or activities and are subject to many risks and uncertainties. Due to such risks and uncertainties, actual events or results or actual performance may differ materially from those reflected or contemplated in such forward-looking statements. Forward-looking statements can be identified by the use of the future tense or other forward-looking words such as 'believe,' 'expect,' 'anticipate,' 'intend,' 'plan,' 'estimate,' 'should,' 'may,' 'will,' 'objective,' 'projection,' 'forecast,' 'management believes,' 'continue,' 'strategy,' 'position' or the negative of those terms or other variations of them or by comparable terminology.
Important factors that could cause actual results to differ materially from the expectations set forth in this press release include, among other things, the factors identified in Southwest Gas' public filings. Such forward-looking statements should therefore be construed in light of such factors, and we are under no obligation, and expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Contact:
Harkins Kovler
TEL: (212) 468-5390
ICAHN ENTERPRISES L.P. 
