Southwest Gas Holdings Launches Secondary Public Offering Of 9M Centuri Shares And Announces $50M Private Placement With Icahn Affiliates At Offering Price

Southwest Gas Holdings, Inc. (NYSE:SWX) ("Southwest Gas Holdings" or the "Company") today announced the commencement of an underwritten secondary public offering of Centuri Holdings, Inc. (NYSE:CTRI) ("Centuri") common stock (the "Offering"), pursuant to which Southwest Gas Holdings, as the selling stockholder, is offering 9,000,000 existing shares of Centuri's common stock. Southwest Gas Holdings expects to grant the underwriters a 30-day option to purchase up to an additional 1,350,000 shares of Centuri's common stock.

In addition to the shares of Centuri's common stock sold in the Offering, Southwest Gas Holdings announced that Icahn Partners and Icahn Partners Master Fund LP, investment entities affiliated with Carl C. Icahn, will purchase an aggregate of $50 million in shares of Centuri's common stock from Southwest Gas Holdings in a concurrent private placement at a price per share equal to the Offering price per share. The concurrent private placement is expected to close immediately following the closing of the Offering and is subject to the satisfaction or waiver of customary closing conditions, including the completion of the Offering. The sale of these shares will not be registered under the Securities Act of 1933, as amended (the "Securities Act"). The closing of the Offering is not conditioned upon the closing of the concurrent private placement.