Southwest Gas : Acquisition of Riggs Distler Conference Call - Slide Presentation.pdf

Acquisition of Riggs Distler

Building Value in Utility Services

June 29, 2021

SAFE HARBOR STATEMENT

This presentation includes "forward-looking statements" as defined by the Securities and Exchange Commission ("SEC"). We make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included in this presentation that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements. The ultimate occurrence of events and results referenced in these forward-looking statements is subject to known and unknown risks, uncertainties, and other factors that may cause the actual results or performance to differ from those projected in the forward-looking statement.

Among others, these statements relate to the anticipated acquisition of Riggs Distler, the anticipated timing for close of the transaction, the anticipated timing and impact to our earnings, accretion timing, our expectations regarding our ability to successfully and timely integrate Riggs Distler, expectations for the achievement of transaction benefits, and our expectations with respect to the impact of the Riggs Distler acquisition on our Centuri infrastructure business. No assurance can be given that the Riggs Distler acquisition will be completed on the terms described, or at all, or that we will achieve the anticipated benefits, or satisfy all closing conditions. Completion of the Riggs Distler acquisition is subject to numerous risks and conditions, many of which are beyond the control of the Company, including market conditions, general economic conditions, transaction approval by stockholders of Riggs Distler, Hart-Scott-Rodino regulatory clearance, and other factors, including those set forth under the heading "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2020, and those set forth in the Company's other reports and information filed with the SEC, which are accessible on the SEC's website at www.sec.gov.

New factors that could cause actual results to differ materially from those described in forward-looking statements emerge from time to time, and it is not possible for us to predict all such factors, or the extent to which any such factor or combination of factors may cause actual results to differ from those contained in any forward-looking statement. The statements in this presentation are made as of the date hereof, even if subsequently made available on our website or otherwise. We do not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.

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MANAGEMENT PARTICIPANTS

John Hester	Paul Daily	Greg Peterson
President and CEO	President and CEO	SVP and CFO
Southwest Gas Holdings	Centuri Group	Southwest Gas Holdings

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AGENDA

• Transaction Summary: Acquisition of Riggs Distler & Company, Inc. ("Riggs Distler" or "RDC")
• Strategic Rationale: Expansion of electric utility services platform
• Riggs Distler Overview: Premier union electric utility distribution services provider
• Centuri Transformation: Enhanced business mix and growth optionality
• Financial Impact: Accretive to earnings and long-term growth
• Southwest Gas Holdings: A compelling investment for shareholders

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TRANSACTION SUMMARY

Southwest Gas Holdings to acquire Riggs Distler via Centuri, enhancing business mix and long-term growth trajectory

Transaction Overview

• All-cashacquisition for $855 million
• Implied EV / 2022E EBITDA multiple of 8.4x, an attractive value compared to publicly traded peers
• Fully funded by new Centuri debt
• Maintains healthy balance sheet with ongoing commitment to investment-grade credit ratings
• Expected to provide earnings accretion in the first full year of operations
• Supports SWX dividend growth
• Expected to close in the 3rd quarter

Strategic Rationale

• Strategic consistency: Aligns with communicated strategy to expand Centuri into union electric utility distribution services
• Proven capability: Builds on demonstrated SWX ability to deliver long-term organic and inorganic growth
• Utility focus: Maintains SWX focus on operations deriving revenue from regulated utility cost-of-service customers
• Diversification + expansion: Results in a more comprehensive utility infrastructure services platform with growth in 5G-telecomand renewables
• ESG enhancement: Augments SWX ESG profile with renewable project experience and access to offshore wind services

• Growth plan: Targeting substantial revenue growth opportunity of $600 million through 2024

Creating a larger, more diversified utility infrastructure company

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