SOUTHWEST GAS HOLDINGS, INC. : Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Registrant Arrangement, Financial Statements and Exhibits (Form 8-K)

Item 1.01. Conclusion of a significant definitive agreement.

Closing of the issuance of senior notes

On March 22, 2022, Southwest Gas Corporation (the "Company"), a wholly owned
subsidiary of Southwest Gas Holdings, Inc. (the "Parent"), completed a public
offering of $600 million aggregate principal amount of 4.05% Senior Notes due
2032 (the "Notes") pursuant to an Underwriting Agreement, dated March 17, 2022,
with KeyBanc Capital Markets Inc., MUFG Securities Americas Inc., TD Securities
(USA) LLC and U.S. Bancorp Investments, Inc., 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
No. 333-251074-01)
filed with the Securities and Exchange Commission on December 2, 2020. The
Company received net proceeds from the sale of the Notes of approximately
$592.7 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 redeem the Company's outstanding 3.875% Senior Notes due
2022 in full, to repay the outstanding amounts under the Company's credit
facility and the remainder for general corporate purposes.

The Notes have been issued pursuant to an indenture dated June 4, 2020 (the “Basic Deed”), by and between the Company and Bank of New York Mellon Trust Company, NAas trustee (the “Trustee”) and a third supplemental trust indenture, dated March 22, 2022, between the Company and the Trustee (the “Third Supplemental Trust Indenture” and, together with the Base Trust Indenture, the “Trust Indenture”). The Indenture provides for customary events of default and includes certain restrictive covenants, including, but not limited to, restrictions on the Company’s ability to issue debt for borrowed money secured by a lien and enter into certain sale and leaseback transactions.

The Notes bear interest at a fixed rate equal to 4.05% per year, payable
semi-annually in arrears on March 15 and September 15 of each year beginning on
September 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 existing and future senior unsecured debt of Southwest Gas
Corporation and senior in right of payment to all existing and future
subordinated debt of Southwest Gas Corporation. The Notes will mature on
March 15, 2032. At any time prior to December 15, 2031 (the "Par Call Date"),
the Company may redeem the Notes, in whole or in part, at any time and from time
to time, at a redemption price (expressed as a percentage of principal amount
and rounded to three decimal places) equal to the greater of: (1)(a) the sum of
the present values of the remaining scheduled payments of principal and interest
thereon discounted to the redemption date (assuming the Notes matured on the Par
Call Date) on a semi-annual basis (assuming a
360-day
year consisting of twelve
30-day
months) at the Treasury Rate plus 30 basis points, less (b) interest accrued to,
but excluding, the date of redemption; and (2) 100% of the principal amount of
the Notes then outstanding to be redeemed, plus, in either case, accrued and
unpaid interest to, but excluding, the redemption date. On or after the Par Call
Date, the Company may redeem the Notes in whole or in part, at any time and from
time to time, at a redemption price equal to 100% of the principal amount of the
Notes to be redeemed, plus accrued and unpaid interest up to, but excluding, the
redemption date.

The foregoing descriptions of the Underwriting Agreement, Indenture and Notes do not purport to be complete and are qualified in their entirety by reference to the Underwriting Agreement, Supplemental Indenture and Notes, which are attached hereto as Schedules 1.1, 4.1 and 4.2. , respectively, and are incorporated herein by reference.

Signature of a modified term loan agreement

At March 22, 2022the Company entered into amendment no. 1 to the term loan agreement, dated March 23, 2021 (the “Term Loan Agreement” and, as amended, the “Amended Term Loan Agreement”), with the lenders, bookrunners and syndicate agents who are parties thereto and The Bank of New York Mellon, as administrative agent. From March 21, 2022approximately $250 million total principal amount was outstanding under the term loan provided under the term loan agreement.

The Amended Term Loan Agreement, among other things, (1) extends the maturity date of the Term Loan to March 21, 2023 and (2) replaces London Interbank Offered Rate benchmark interest rates with Secured Overnight Financing Rate benchmark interest rates.

The above description of the Amended Term Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the Amended Term Loan Agreement, which is attached hereto as Schedule 10.1 and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation under a

           Off-Balance
           Sheet Arrangement of Registrant.


The description presented in point 1.01 is incorporated herein by reference.

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Section 9.01. Financial statements and supporting documents.



(d) Exhibits



Exhibit
Number                                    Description

 1.1           Underwriting Agreement, dated March 17, 2022, by and among Southwest
             Gas Corporation and KeyBanc Capital Markets Inc., MUFG Securities
             Americas Inc., TD Securities (USA) LLC and U.S. Bancorp Investments,
             Inc., as representatives of the underwriters named therein.

 4.1           Third Supplemental Indenture, dated March 22, 2022, by and between
             Southwest Gas Corporation and The Bank of New York Mellon Trust
             Company, N.A., as Trustee.

 4.2           Form of 4.05% Senior Note due 2032 (included in Exhibit 4.1)

 5.1           Opinion of Morrison & Foerster LLP regarding the legality of the
             Notes

10.1           Amendment No. 1, dated as of March 22, 2022, to the Term Loan
             Agreement, dated as of March 23, 2021, by and among Southwest Gas
             Corporation, the lenders, book runners and syndication agents party
             thereto and The Bank of New York Mellon, as Administrative Agent.

23.1           Consent of Morrison & Foerster LLP (included in Exhibit 5.1)

104          Cover Page formatted in Inline XBRL.

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