Business
Icahn Enterprises Announces Extension and Amendment of Southwest Gas Tender Offer
SUNNY ISLES BEACH, Fla., May 9, 2022 /PRNewswire/ -- IEP Utility Holdings LLC, an affiliate of Icahn Enterprises L.P. (the "Offeror"), announced that it has
About this update from Icahn Enterprises L.p.
[{"type":"text","content":"SUNNY ISLES BEACH, Fla., May 9, 2022 /PRNewswire/ -- IEP Utility Holdings LLC, an affiliate of Icahn Enterprises L.P. (the \"Offeror\"), announced that it has extended the expiration date of its tender offer (the \"Offer\") to purchase shares of the common stock, par value $1.00 per share (the \"Common Stock\"), of Southwest Gas Holdings, Inc., a Delaware corporation (the \"Company\" or \"Southwest Gas\"), including the associated rights issued pursuant to the Rights Agreement, dated October 10, 2021 (as it may be amended from time to time, the \"Rights Agreement\"), between the Company and Equiniti Trust Company, as rights agent, that are issued and outstanding (the \"Rights\" and, together with the Common Stock, the \"Shares\"), for $82.50 per Share in cash, without interest, less any applicable withholding taxes (the \"Offer Price\"), until 12:00 midnight, New York City time, on Friday, May 20, 2022, unless further extended or earlier terminated in the event that a condition to the Offer becomes incapable of being satisfied.\nAs previously announced, on May 6, 2022, the Offeror and its affiliates entered into a cooperation agreement with Southwest Gas regarding the proxy solicitation conducted by affiliates of the Offeror and the Offer. Among other things, the cooperation agreement provides that Southwest Gas will amend the Rights Agreement so that the Offeror may acquire up to 24.9% of the Shares. As a result of the amendment to the Rights Agreement, the poison pill will not be triggered upon the closing of the Offer. Pursuant to the terms of the cooperation agreement, the Offeror announced today that it is amending the Offer to reflect that the Offeror is now seeking to purchasean aggregate number of Shares such that the Offeror and its affiliates will own up to 24.9% of the issued and outstanding Shares upon closing of the Offer (including the 2,898,676 Shares and 1,840,000 cash settled swaps currently held by affiliates of the Offeror), at a price of $82.50 per Share, net to the tendering stockholder in cash, without interest, less any applicable withholding taxes, in the Offer. In the event that the Shares tendered into the Offer exceed this amount, the Shares will be subject to \"odd lot\" and proration priority provisions.\nThe Offeror also announced that it is irrevocably waiving all conditions to the Offer that have ...