Item 1.01. Entry into a Material Definitive Agreement.




On June 4, 2020, Southwest Gas Corporation (the "Company"), a wholly owned
subsidiary of Southwest Gas Holdings, Inc. (the "Parent"), completed a public
offering of $450 million aggregate principal amount of 2.200% Senior Notes due
2030 (the "Notes") pursuant to an Underwriting Agreement, dated June 1, 2020,
with KeyBanc Capital Markets Inc., MUFG Securities Americas Inc., TD Securities
(USA) LLC and U.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.

333-222047-01)


filed with the Securities and Exchange Commission on December 13, 2017. The
Company received net proceeds from the sale of the Notes of approximately
$445.7 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 $125 million aggregate principal amount of our
4.45% Senior Notes due 2020 in full, to reduce borrowings 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 First Supplemental
Indenture, dated as of June 4, 2020, between the Company and the Trustee (the
"First 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 2.200% per year, payable
semi-annually in arrears on June 15 and December 15 of each year beginning on
December 15, 2020. 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 June 15, 2030. At any time
prior to March 15, 2030, 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 25 basis points, plus accrued and unpaid
interest up to, but excluding, the redemption date. At any time on or after
March 15, 2030, 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.
The foregoing descriptions of the Underwriting Agreement, the Indenture and the
Notes are qualified in their entirety by reference to the Underwriting
Agreement, Base Indenture, the Supplemental Indenture and the Notes, which are
attached hereto as Exhibits 1.1, 4.1, 4.2 and 4.3, respectively, and are
incorporated herein by reference.
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 June 1, 2020, by and among Southwest
                Gas Corporation and KeyBanc Capital Markets Inc., MUFG Securities
                Americas Inc., TD Securities (USA) LLC and U.S. Bancorp Investments,
                Inc., as representatives of the underwriters named therein.

    4.1           Indenture, dated June 4, 2020, by and between Southwest Gas
                Corporation and The Bank of New York Mellon Trust Company, N.A., as
                Trustee.

    4.2           First Supplemental Indenture, dated June 4, 2020, by and between
                Southwest Gas Corporation and The Bank of New York Mellon Trust
                Company, N.A., as Trustee.

    4.3           Form of 2.200% Senior Note due 2030 (included in Exhibit 4.2)

    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)

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