Item 8.01. Other Events.
On April 8, 2021, Southwest Gas Holdings, Inc. (the "Company") entered into a
Sales Agency Agreement (the "Sales Agreement"), with BNY Mellon Capital Markets,
LLC and J.P. Morgan Securities LLC as sales agents (the "Agents"), in connection
with the commencement of a new "at-the-market" equity offering program (the "ATM
Program"). Pursuant to the terms and conditions of the Sales Agreement, the
Company may, from time to time, issue and sell through or to the Agents, shares
of its common stock, $1.00 par value per share ("Common Stock"), having an
aggregate offering price of up to $500,000,000 (collectively, the "Shares").
Sales of the Shares, if any, under the Sales Agreement may be made in
transactions that are deemed to be "at-the-market offerings" as defined in Rule
415 under the Securities Act of 1933, as amended, including sales made directly
on the New York Stock Exchange or sales made to or through a market maker. The
Company or either of the Agents may at any time suspend the offering or
terminate the Sales Agreement pursuant to the terms of the Sales Agreement. The
actual sale of Shares under the ATM Program will depend on a variety of factors
to be determined by the Company from time to time, including, among other
things, market conditions, the trading price of the Company's common stock,
capital needs and determinations by the Company of the appropriate sources of
funding for the Company. The Company has no obligation to sell any of the
Shares, and may at any time suspend offers under the Sales Agreement or
terminate the Sales Agreement.
The Agents will be entitled to compensation of 1.0% of the gross sales price per
share for any Shares sold through them acting as sales agents. Under the terms
of the Sales Agreement, the Company also may sell Shares to each of the Agents,
as principals, pursuant to a separate agreement, for their own respective
accounts, at a price per share to be agreed upon at the time of sale.
The Shares will be issued pursuant to the Company's shelf registration statement
on Form S-3 (File No. 333-251074), which became effective upon filing with the
Securities and Exchange Commission (the "SEC") on December 2, 2020. This Current
Report on Form 8-K shall not constitute an offer to sell or the solicitation of
an offer to buy the Shares nor shall there be any sale of the Shares in any
state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
A copy of the Sales Agreement is filed as Exhibit 1.1 to this Current Report on
Form 8-K. The description of the Sales Agreement does not purport to be complete
and is qualified in its entirety by reference to the copy of the Sales Agreement
filed as an exhibit to this Current Report on Form 8-K and incorporated herein
Item 9.01. Financial Statements and Exhibits.
1.1 Sales Agency Agreement, dated April 8, 2021 by and among Southwest
Gas Holdings, Inc., BNY Mellon Capital Markets, LLC and J.P. Morgan
5.1 Opinion of Morrison & Foerster LLP regarding the legality of shares.
23.1 Consent of Morrison & Foerster LLP (included in Exhibit 5.1).
104 Cover Page formatted in Inline XBRL.
© Edgar Online, source Glimpses