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March 9, 2022
Thomas Moran
Vice President, Corporate Secretary/Legal Counsel
Southwest Gas Holdings, Inc.
8360 S. Durango Dr.
P.O. Box 98510
Las Vegas, Nevada 89193-8510
Re: Southwest Gas
Holdings, Inc.
Amendments No. 8
and 9 to Schedule 14D-9 filed 1/28 and 3/1/2022
File No. 5-89940
Rule 14a-12
Soliciting Material filed 1/28/2022
File No. 1-37976
Dear Mr. Moran:
We have reviewed your filings and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your
response to these comments, we may have additional comments.
Amendments No. 8 and 9 to Schedule 14D-9 filed 1/28 and 3/1/2022,
respectively, and
DEFA14A filed 1/28/2022
General
1. The Company has made
statements in amendments to Schedule 14D-9 and in past
soliciting materials
filed pursuant to Exchange Act Rule 14a-12 that refer to the tender
offer by IEP Utility
Holdings LLC as highly illusory and containing a long list of
ambiguous conditions,
nearly all of which we note are within Mr. Icahn s discretion.
Please do not use these
or similar statements in the Company s filings without providing a
proper factual
foundation. In addition, as to matters for which the Company does have a
proper factual
foundation, please avoid making statements about those matters that go
beyond the scope of
what is reasonably supported by the factual foundation.
Characterizing a
statement as one s opinion or belief does not eliminate the need to
Thomas Moran
FirstName LastNameThomas
Southwest Gas Holdings, Inc. Moran
Comapany
March NameSouthwest Gas Holdings, Inc.
9, 2022
March2 9, 2022 Page 2
Page
FirstName LastName
provide a proper factual foundation for the statement; there must be a
reasonable basis for
each opinion or belief that the Company expresses. Please refer to the
Company s
obligations under Exchange Act section 14(e) and Exchange Act Rule
14a-9. In
responding to this comment, please address the fact that multiple
conditions appear to be
within the control of the Company and a majority of remaining
conditions appear to be
objectively determinable.
2. Disclosure in the Company s Schedule 14D-9 filed on November 9, 2021
indicated that:
The Company routinely maintains contact with third parties,
including other participants
in its industry, regarding a wide range of potential business
transactions. It has not
ceased, and has no intention of ceasing, such activity as a result of
the Offer. The
Company s policy has been, and continues to be, not to disclose the
existence or content
of any such discussions with third parties (except as may be required
by law) as any such
disclosure could jeopardize any future negotiations that the Company
may conduct.
Similar disclosure is found in the Company s preliminary proxy
statement filed on
February 28, 2022, along with a discussion of the Bridge Facility:
Over the course of its review process, the Company and its
financial advisors contacted
and engaged with numerous financing sources, including both debt
financing and equity
financing. In accordance with the Board s ongoing evaluation,
Southwest Gas entered
into a 364-day term loan agreement (the Bridge Facility ) on
November 1, 2021, which
has provided the Company with the flexibility to consider a range of
permanent financing
alternatives for the Questar transaction.
We note that subsequent to the entry into the Bridge Facility, it does
not appear that the
Company has provided any disclosure under cover of Schedule 14D-9
regarding its plans
for refinancing the Bridge Facility or any updates regarding the
activities of Lazard in
seeking such alternative financing arrangements other than disclosure
in the amendment to
the Schedule 14D-9 filed on March 1, 2022. Such amendment described
the February 21,
2022 telephone call between Lazard and Mr. Icahn discussing Mr. Icahn
s potential
financing to replace the Bridge Facility.
Disclosure in soliciting material filed by the Icahn Group on March 1,
2022 indicates that
following such call with Mr. Icahn, Lazard emailed a questionnaire to
Mr. Icahn that
included questions regarding special financing transactions, including
questions
concerning specific types of equity, ratios of any such equity if a
financing were to consist
of multiple components as well as questions included proposed terms of
financing
transactions, such as the issuance of common equity, convertible
preferred equity, exit
requirements and governance rights.
Given the detailed nature of such questionnaire regarding the terms of
special financing
transactions, please advise us whether the Company has been conducting
negotiations
with parties other than Carl Icahn and his affiliates in order to
refinance the Company s
Thomas Moran
Southwest Gas Holdings, Inc.
March 9, 2022
Page 3
debt, including the Bridge Facility. If the Company is currently engaged
in such
negotiations, we remind the Company of its obligations under Exchange
Act Rule 14d-
9(c), including its obligation to promptly disclose and disseminate any
material changes in
the information set forth in Schedule 14D-9, including the information
called for by Item
7 of Rule 14d-101, as described in Item 1006(d) of Regulation M-A. Note
specifically the
types of transactions referenced in Item 1006(d)(1)(ii), including,
without limitation, the
cross-reference to Item 1006(c)(3). Notwithstanding the first sentence
of the Instruction
to Item 1006(d)(1), we remind the Company that such instruction still
requires, at a
minimum, disclosure indicating that negotiations with respect to the
Bridge Facility or
other debt, if true, are being undertaken or are underway.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Perry Hindin at 202-551-3444.
Sincerely,
FirstName LastNameThomas Moran
Division of
Corporation Finance
Comapany NameSouthwest Gas Holdings, Inc.
Office of Mergers &
Acquisitions
March 9, 2022 Page 3
cc: Brandon C. Parris
FirstName LastName