Icahn Enterprises L.P. (NasdaqGS:IEP) made a tender offer to acquire 95.1% stake in Southwest Gas Holdings, Inc. (NYSE:SWX) for $4.2 billion on October 14, 2021. As reported, Icahn offered $75.00 per share in cash for Southwest Gas Holdings. Icahn Enterprises L.P. (NasdaqGS:IEP) made a tender offer to acquire 17.81% stake in Southwest Gas Holdings, Inc. (NYSE:SWX) for approximately $980 million on May 9, 2022. On March 14, 2022, Icahn Enterprises increased the purchase price to be paid in the tender offer to $82.50 per share in cash, without interest, less any applicable withholding taxes, resulting in total consideration of $4.6 billion. The tender offer will be conditioned upon the elimination of the recently announced poison pill and the waiver of the application of Article 7(A) of SWX's certificate of incorporation. The tender offer will also be conditioned upon confirmation that SWX has not issued, and has not authorized or proposed the issuance of, any equity or equity-linked securities (except under ordinary course compensation arrangements), other than pursuant to a rights offering that permits each SWX stockholder to participate in such transaction on a pro-rata basis in order to prevent dilution. The tender offer will also be conditioned upon the receipt of all required regulatory approvals. However, in the event that all such approvals have not been received prior to the annual meeting, Icahn Enterprises intends to continue extending the expiration date of the tender offer for at least six months following the annual meeting, provided that at least 40% of the outstanding shares have been tendered (thus demonstrating stockholders' support for the offer). In the event that all such approvals have not been received prior to the annual meeting, Icahn Enterprises will also ask stockholders at the annual meeting to approve a proposal to call a special meeting of stockholders and to require the board of SWX to put forth at such special meeting the election of the slate of Icahn directors following their approval by regulators. The closing of the tender offer will not be subject to any due diligence or financing conditions. As of January 14, 2021, amendment, if Icahn consummates the offer and acquires more than 50% of the outstanding shares then a default offer would be triggered under Southwest Gas' credit agreements. In such event, the lenders under the credit agreements will have, among others, the right to cause all unpaid amounts under the credit agreements, which were approximately $553.4 million as of September 30, 2021, to be immediately due and payable. In addition, if Icahn consummates the offer and acquires more than 50% of the outstanding shares then Southwest Gas will be required to make an offer to repurchase all of Southwest Gas' outstanding 6.1% senior notes due 2041 at a price equal to 100% of the principal of such notes plus a 1% premium on such principal amount, together with accrued interest. On October 27, 2021, Icahn commenced the unsolicited tender offer. On November 1, 2021, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended expired with respect to the offer. On November 9, 2021, Southwest board unanimously rejected the offer and recommends that stockholders not tender any of their shares into the offer. As of January 27, 2022, the Southwest Board continues to recommend that stockholders not tender any of their shares into the offer as it continues to believe that Icahn's offer is highly illusory and undervalues the company, has no certainty of completion and is not in the best interests of Southwest Gas stockholders.

As on January 26, 2022, Icahn also announced that it has amended the structure of the offer in a manner that it believes allows it to close the offer prior to obtaining all of the regulatory approvals, thereby eliminating the regulatory approval condition of the offer. In connection with the closing of the offer, Icahn intends to establish an independent Delaware statutory trust based on terms that Icahn believes will eliminate the requirement to obtain approvals from the regulators in Arizona, California and Nevada prior to the closing of the offer. Upon the closing of the offer, if shares are tendered that would result in Icahn holding more than 24.9% of the shares, then all of the shares in excess of 24.9% will be transferred to one or more independent Delaware statutory trusts with each trust being independent of the other trusts and not owning more than 24.9% of all shares. Icahn has also amended the offer to include a condition that a majority of the Icahn slate, which refers to the ten individuals that have been nominated by an affiliate of Icahn to serve on the Board of Directors of the Company, are elected and seated as members of the board of directors of Southwest at the Southwest Gas 2022 Annual Meeting or at any subsequently called special meeting for such purpose. On March 23, 2022, Icahn also announced that it is removing the regulatory approval condition to the offer. As of March 23, 2022, a total of approximately 12.6 million shares had been validly tendered and not properly withdrawn, representing approximately 20.8% of the outstanding shares. As of March 28, 2022, Southwest board unanimously rejected the offer due to inadequate offer price and recommends that stockholders not tender any of their shares into the offer. The offer was set to expire on December 27, 2021. As of December 24, 2021, the offer has been extended to January 26, 2022. On January 26, 2022, the offer has been extended till February 23, 2022. As of February 23, 2022, the offer has been extended till March 23, 2022. As of March 23, 2022, the offer has been extended until April 21, 2022, unless further extended or earlier terminated. As of April 21, 2022, Icahn Enterprises L.P. announced that it has extended the expiration date of its tender offer until May 9, 2022. As of May 9, 2022, Icahn Enterprises L.P. announced that it has extended the expiration date of its tender offer until May 20, 2022.


Lazard and Moelis & Company LLC are serving as financial advisors and fairness opinion provider to Southwest Gas Holdings and Brandon C. Parris of Morrison & Foerster LLP and Cravath, Swaine & Moore LLP are serving as legal advisors. Continental Stock Transfer & Trust Company acted as depositary and Peter Harkins and Jordan Kovler of Harkins Kovler, LLC acted as information agent in connection with the offer to Icahn.

Icahn Enterprises L.P. (NasdaqGS:IEP) completed the acquisition of 17.81% stake in Southwest Gas Holdings, Inc. (NYSE:SWX) on May 20, 2022. All shares tendered have been accepted for payment.