Item 1.01. Entry into a Material Definitive Agreement.
Closing of Senior Notes Offering
OnMarch 22, 2022 ,Southwest Gas Corporation (the "Company"), a wholly owned subsidiary ofSouthwest Gas Holdings, Inc. (the "Parent"), completed a public offering of$600 million aggregate principal amount of 4.05% Senior Notes due 2032 (the "Notes") pursuant to an Underwriting Agreement, datedMarch 17, 2022 , withKeyBanc Capital Markets Inc. ,MUFG Securities Americas Inc. ,TD Securities (USA) LLC andU.S. Bancorp Investments, Inc. , as representatives of the underwriters named therein (the "Underwriting Agreement"). The Notes were registered under the Securities Act of 1933, as amended, pursuant to an effective shelf registration statement on Form S-3 (File No. 333-251074-01) filed with theSecurities and Exchange Commission onDecember 2, 2020 . The Company received net proceeds from the sale of the Notes of approximately$592.7 million , after deducting underwriting discounts and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the offering to redeem the Company's outstanding 3.875% Senior Notes due 2022 in full, to repay the outstanding amounts under the Company's credit facility and the remainder for general corporate purposes.
The Notes were issued pursuant to an Indenture, dated as of
The Notes bear interest at a fixed rate equal to 4.05% per year, payable semi-annually in arrears onMarch 15 andSeptember 15 of each year beginning onSeptember 15, 2022 . The Notes are unsecured and unsubordinated obligations of the Company and are not guaranteed by the Parent. The Notes rank equal in right of payment with all existing and future senior unsecured debt ofSouthwest Gas Corporation and senior in right of payment to all existing and future subordinated debt ofSouthwest Gas Corporation . The Notes will mature onMarch 15, 2032 . At any time prior toDecember 15, 2031 (the "Par Call Date"), the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points, less (b) interest accrued to, but excluding, the date of redemption; and (2) 100% of the principal amount of the Notes then outstanding to be redeemed, plus, in either case, accrued and unpaid interest to, but excluding, the redemption date. On or after the Par Call Date, the Company may redeem the Notes in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest up to, but excluding, the redemption date.
The foregoing descriptions of the Underwriting Agreement, the Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the Underwriting Agreement, the Supplemental Indenture and the Notes, which are attached hereto as Exhibits 1.1, 4.1 and 4.2, respectively, and are incorporated herein by reference.
Entry into Amended Term Loan Agreement
On
The Amended Term Loan Agreement, among other things, (1) extends the maturity
date of the term loan to
The foregoing description of the Amended Term Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the Amended Term Loan Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation under an
Off-Balance Sheet Arrangement of Registrant.
The disclosure set forth under Item 1.01 is incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 1.1 Underwriting Agreement, datedMarch 17, 2022 , by and amongSouthwest Gas Corporation andKeyBanc Capital Markets Inc. ,MUFG Securities Americas Inc. ,TD Securities (USA) LLC andU.S. Bancorp Investments, Inc. , as representatives of the underwriters named therein. 4.1 Third Supplemental Indenture, datedMarch 22, 2022 , by and betweenSouthwest Gas Corporation andThe Bank of New York Mellon Trust Company, N.A. , as Trustee. 4.2 Form of 4.05% Senior Note due 2032 (included in Exhibit 4.1) 5.1 Opinion ofMorrison & Foerster LLP regarding the legality of the Notes 10.1 Amendment No. 1, dated as ofMarch 22, 2022 , to the Term Loan Agreement, dated as ofMarch 23, 2021 , by and amongSouthwest Gas Corporation , the lenders, book runners and syndication agents party thereto andThe Bank of New York Mellon , as Administrative Agent. 23.1 Consent ofMorrison & Foerster LLP (included in Exhibit 5.1) 104 Cover Page formatted in Inline XBRL.
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