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
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.
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| 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. |
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| 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. |
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| 4.2 | | Form of 3.18% Senior Note due 2051 (included in Exhibit 4.1) |
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| 5.1 | | Opinion of Morrison & Foerster LLP regarding the legality of the Notes |
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| 23.1 | | Consent of Morrison & Foerster LLP (included in Exhibit 5.1) |
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| 104 | | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |
