UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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Emerging growth company
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| 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 by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 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 Securities LLC. | |
| 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. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SOUTHWEST GAS HOLDINGS, INC. | ||||||
| /s/ Lori L. Colvin | ||||||
| Date: April 8, 2021 | Lori L. Colvin | |||||
| Vice President/Controller/Chief Accounting Officer |