Southwest Gas Holdings, Inc. (NYSE:SWX) entered into a definitive purchase and sale agreement to acquire Dominion Energy Questar Pipeline Services, Inc., Dominion Energy Questar Pipeline, LLC and QPC Holding Company, LLC from Dominion Energy Questar Corporation for approximately $2 billion on October 5, 2021. Under the agreement, Dominion Energy Questar Corporation will sell 100% in Dominion Energy Questar Pipeline Services, Inc., Dominion Energy Questar Pipeline, LLC and QPC Holding Company, LLC and certain subsidiaries of Dominion Energy Questar Pipeline, LLC including Overthrust Pipeline, White River Hub and Questar Field Services (collectively, Questar Pipelines) to Southwest Gas Holdings for a purchase price of approximately $1.545 billion in cash (subject to certain adjustments) and the assumption of approximately $430 million of existing long-term debt. Southwest Gas Holdings has furnished Dominion Energy Questar Corporation with executed debt financing commitments of $1.6 billion among JPMorgan Chase Bank, National Association, Bank of America, N.A. and BofA Securities, Inc. with respect to a new term loan that will provide the funds for the transaction consideration. The permanent financing for the acquisition consists of $900 million to $1 billion of common equity and equity-linked instruments, including the potential use of forwards and mandatory convertible preferreds. As of October 11, 2021, Southwest Gas Holdings, Inc announced today that its board of directors adopted a short-term stockholder rights plan on October 10, 2021. Following the close of the transaction, Questar Pipelines will operate out of Salt Lake City as a standalone subsidiary of Southwest Gas Holdings. The purchase agreement contains certain termination rights, including a mutual termination right exercisable at any time and a unilateral termination right excisable by either party if certain conditions have not been met by December 31, 2021 (Initial Termination Date), subject to an extension unilaterally exercisable by either party if certain conditions have not been met, subsequently extending the Initial Termination Date through June 30, 2022. In case of termination, Southwest Gas Holdings shall pay a termination fee of $35 million to Dominion Energy. Pursuant to the agreement, employees transferred as part of the transaction will have certain employment protections for generally 24 months following the closing date. In addition, under the terms of the agreement, upon the closing of the transaction, Southwest Gas and Dominion Energy will enter into a transition services agreement pursuant to which Dominion Energy will continue to provide certain services with respect to the Questar Pipeline Group for a specified period of time following the closing of the transaction. The completion of the transaction is subject to customary closing conditions, including the expiration or termination of any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, approval of certain aspects of the transaction by the Federal Communications Commission (FCC), all consents, authorizations and approvals from, and all notices, filings and registrations with third persons shall have been obtained and customary conditions regarding the accuracy of the representations and warranties and compliance by the parties in all material respects with their respective obligations under the purchase agreement. The transaction is not subject to a financing condition. As of November 15, 2021, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR Act"), as amended has been expired. The transaction will close on or prior to December 31, 2021. Proceeds from the sale will be used by Dominion Energy to reduce parent-level debt, including retiring the 364-day term loan that was entered into in July, which Dominion Energy previously used to repay the approximately $1.3 billion transaction deposit made by Berkshire Hathaway Energy. Proceeds from the sale of Questar Pipelines will also be used to support Dominion Energy's robust regulated capital plan, as part of the largest regulated decarbonization opportunity in the country. The transaction is expected to be accretive to earnings per share in 2022 (first full year after close). As of December 21, 2021 Court of Chancery issued a ruling from the bench today denying the motion of Icahn Partners LP and Icahn Partners Master Fund LP for a temporary restraining order with respect to Southwest Gas’ permanent financing for its acquisition of Dominion Energy Questar Pipeline LLC. Lazard Frères & Co. LLC served as the exclusive financial advisor to Southwest Gas Holdings, while Brandon Parris and Mike Krigbaum of Morrison & Foerster LLP served as legal advisors to the Company. Barclays Capital Inc. served as financial advisor to Dominion Energy Questar Corporation and Joanne Katsantonis of McGuireWoods LLP served as its legal counsel. Southwest Gas Holdings, Inc. (NYSE:SWX) completed the acquisition of Dominion Energy Questar Pipeline Services, Inc., Dominion Energy Questar Pipeline, LLC and QPC Holding Company, LLC from Dominion Energy Questar Corporation on December 31, 2021.