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SOUTHWEST GAS HOLDINGS, INC.

(SWX)
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SOUTHWEST GAS HOLDINGS, INC. : Entry into a Material Definitive Agreement (form 8-K)

08/20/2021 | 04:41pm EDT
Item 1.01. Entry into a Material Definitive Agreement.
On August 20, 2021, Southwest Gas Corporation (the "Company"), a wholly owned
subsidiary of Southwest Gas Holdings, Inc. (the "Parent"), completed a public
offering of $300 million aggregate principal amount of 3.18% Senior Notes due
2051 (the "Notes") pursuant to an Underwriting Agreement, dated August 18, 2021,
with BNY Mellon Capital Markets, LLC, BofA Securities, Inc., J.P. Morgan
Securities LLC and Wells Fargo Securities, LLC, 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 the Securities and Exchange Commission on December 2, 2020. The
Company received net proceeds from the sale of the Notes of approximately
$296.2 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 repay the outstanding balance under the Company's credit
facility, with the remaining net proceeds intended for general corporate
purposes.
The Notes were issued pursuant to an Indenture, dated as of June 4, 2020 (the
"Base Indenture"), by and between the Company and The Bank of New York Mellon
Trust Company, N.A., as Trustee (the "Trustee") and a Second Supplemental
Indenture, dated as of August 20, 2021, between the Company and the Trustee (the
"Second Supplemental Indenture," and together with the Base Indenture, the
"Indenture"). The Indenture provides for customary events of default and
includes certain covenants, including, but not limited to, restrictions on the
Company's ability to issue indebtedness for borrowed money secured by a lien and
enter into certain sale and lease-back transactions.
The Notes bear interest at a fixed rate equal to 3.18% per year, payable
semi-annually in arrears on February 15 and August 15 of each year beginning on
February 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 of the Company's existing and future unsecured and
unsubordinated indebtedness. The Notes will mature on August 15, 2051. At any
time prior to February 15, 2051, the Company may redeem the Notes, in whole or
in part, at a price equal to the greater of (1) 100% of the principal amount of
the Notes being redeemed, plus accrued and unpaid interest on those Notes up to
but excluding the redemption date, or (2) the sum of the present values of the
remaining scheduled payments of principal and interest on the Notes being
redeemed (not including any portion of such payments of interest accrued as of
the redemption date), discounted to the redemption date on a semi-annual basis
(assuming a
360-day
year consisting of twelve
30-day
months) at the treasury rate plus 20 basis points, plus accrued and unpaid
interest up to, but excluding, the redemption date. At any time on or after
February 15, 2051, the Company may redeem the Notes in whole or in part at 100%
of the principal amount of the Notes to be redeemed, plus accrued and unpaid
interest on those Notes up to but excluding the redemption date
.
T
he foregoing descriptions of the Underwriting Agreement, the Indenture and the
Notes 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
referenc
e.
Item 2.03. Creation of a Direct Financial Obligation under an
Off-Balance
Sheet Arrangement of Registrant.
The information contained above in Item 1.01 is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits

Exhibit
Number                                    Description

 1.1           Underwriting Agreement, dated August 18, 2021, by and among
             Southwest Gas Corporation and BNY Mellon Capital Markets, LLC, BofA
             Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo
             Securities, LLC, as representatives of the underwriters named
             therein.

 4.1           Second Supplemental Indenture, dated August 20, 2021, by and between
             Southwest Gas Corporation and The Bank of New York Mellon Trust
             Company, N.A., as Trustee.

 4.2           Form of 3.18% Senior Note due 2051 (included in Exhibit 4.1)

 5.1           Opinion of Morrison & Foerster LLP regarding the legality of the
             Notes

23.1           Consent of Morrison & Foerster LLP (included in Exhibit 5.1)

104          Cover Page Interactive Data File - the cover page XBRL tags are
             embedded within the Inline XBRL document.

--------------------------------------------------------------------------------

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