Key Summary: Carl Icahn (4.91%) raised concerns about the company’s $1.98 billion acquisition of Questar Pipeline Co from Dominion Energy in October 2021, prompting a short-term stockholder rights plan and several inadequate acquisition offers. A cooperation agreement in May 2022 allowed Icahn to nominate directors and explore strategic alternatives. By November 21, 2023, an updated agreement permitted him to designate up to four board members for the 2024 AGM. On October 15, 2024, the company, Icahn, and Andrew J. Teno entered into a new Updated Cooperation Agreement. Additionally, on October 24, 2023, Corvex Management (5.8%) announced plans to engage with the Board to unlock value in the company’s utility franchises and investment in Centuri Group, advocating for Centuri's separation and strategies to enhance shareholder value.Market Cap: $5.4 billion | Southwest Gas Holdings, Inc., through its subsidiaries, purchases, distributes, and transports natural gas in Arizona, Nevada, and California.
(i) Carl Icahn
Background
In October 2021, the company announced a $1.98 billion acquisition of Questar Pipeline Co from Dominion Energy Inc. Carl Icahn (4.91%) expressed concerns about this move, suggesting it would diminish shareholder value. The company then implemented a short-term stockholder rights plan in response. Subsequently, Carl Icahn made multiple offers to acquire the company's outstanding shares, with the board deeming them inadequate. This led to a back-and-forth between the company and Icahn. Ultimately, they entered into a cooperation agreement in May 2022, allowing Icahn to nominate directors and explore strategic alternatives, including a potential sale of the company. In August 2022, certain provisions of the Cooperation Agreement were amended, leading to changes in board appointments.
On November 21, 2023, the company and Carl Icahn (15.4%) entered into an Amended and Restated Cooperation Agreement, which supersedes the previous agreement from October 24, 2022. This Updated Cooperation Agreement grants Carl Icahn the right to designate up to 4 individuals, known as "Icahn Designees," to serve on the Board, and the company has agreed to nominate these individuals for election at the 2024 AGM. The Updated Cooperation Agreement also allows the Icahn Designees to participate in various committees of the Board, including the Strategic Transactions Committee. Source
Update
On October 15, 2024, the company, Carl Icahn, and Andrew J. Teno entered into an Updated Cooperation Agreement, which supersedes the previous agreement from November 21, 2023. This new agreement maintains key provisions, including the right to nominate directors for the 2025 Annual Meeting. Carl Icahn is entitled to designate up to four individuals—Andrew W. Evans, Henry Linginfelter, Ruby Sharma, and Andrew Teno (collectively referred to as “Icahn Designees”)—who will be nominated for election at the upcoming meeting. Additionally, the Icahn Designees will participate in the Strategic Transactions Committee and other board committees. Source
(ii) Corvex Management
On October 24, 2023, Corvex Management (5.8%) stated its plan to engage with the Board and management to explore ways to unlock the value of the company's core utility franchises and its investment in Centuri Group, Inc. They support the separation of Centuri but believe that the company's regulated portfolio, Southwest Gas Corporation, is undervalued compared to its authorized rate base and market peers. They intend to discuss strategies to enhance shareholder value, including improving returns on capital, potential restructuring, or a sale of the company. Source
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