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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 2, 2020

 

 

SOUTHWEST GAS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-37976   81-3881866
(State or other jurisdiction
of incorporation or organization)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

 

8360 S. Durango Drive
Post Office Box 98510
Las Vegas, Nevada
(Address of principal executive offices)

89193-8510

(Zip Code)

Registrant’s telephone number, including area code: (702) 876-7237

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol

 

Name of each exchange on which registered

Southwest Gas Holdings, Inc. Common Stock, $1 Par Value   SWX   New York Stock Exchange

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 8.01.

Other Events.

On December 2, 2020, Southwest Gas Holdings, Inc. (the “Company”) filed a prospectus supplement (the “Prospectus Supplement”) to its effective registration statement on Form S-3 (File No. 333-251074) registering shares of the Company’s common stock, $1.00 par value per share, issuable pursuant to its Dividend Reinvestment and Direct Stock Purchase Plan. This Current Report on Form 8-K is being filed solely to include the opinion of counsel attached hereto as Exhibit 5.1 with respect to the legality of the shares issuable pursuant to the Prospectus Supplement.

 

Item 9.01

Financial Statements and Exhibits

(d) Exhibits:

 

Exhibit
No.

  

Description

5.1    Opinion of Counsel of the Company regarding the legality of shares.
23.1    Consent of Counsel of the Company (included in Exhibit 5.1).
104    Cover Page Interactive Data File (embedded with Inline XBRL document).


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.
December 2, 2020           

/s/ LORI L. COLVIN

      Lori L. Colvin
      Vice President/Controller and Chief Accounting Officer

Exhibit 5.1

OPINION OF COUNSEL OF THE COMPANY

December 2, 2020

Southwest Gas Holdings, Inc.

8360 South Durango Drive

Las Vegas, NV 89113

Ladies and Gentlemen:

As counsel for Southwest Gas Holdings, Inc. (the “Company”), I have examined the prospectus supplement dated December 2, 2020 and the accompanying base prospectus dated December 2, 2020 (such documents, collectively, the “Prospectus”) that form a part of the Company’s effective registration statement on Form S-3 (File No. 333-251074) (the “Registration Statement”), in connection with the registration under the Securities Act of 1933, as amended, of 635,122 shares of the Company’s $1 par value Common Stock (the “Stock”) pursuant to the provisions of the Company’s Dividend Reinvestment and Direct Stock Purchase Plan. I also have examined the steps taken by the Company and its Board of Directors in connection with the authorization and proposed issuance and sale of the Stock, and I am familiar with resolutions adopted by the Board of Directors of the Company. As to questions of fact material to this opinion, I have relied on certificates or comparable documents of public officials and of officers and representatives of the Company. In rendering the opinion expressed below, I have assumed without verification the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity to all originals of all documents submitted to me as copies, and the authenticity of the originals of such copies.

Based on the foregoing, subject to the qualifications, assumptions and limitations stated herein, and upon such other matters as I deem relevant in the circumstances, it is my opinion that subject to the actions authorized by the Company’s Board of Directors, the Stock, upon issuance and sale thereof in the manner specified in the Prospectus and Registration Statement, will be duly authorized, legally and validly issued, fully paid, and non-assessable outstanding Stock of the Company. The foregoing opinion is limited to the law of the State of Delaware.

I hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K, which Form 8-K will be incorporated by reference into the Registration Statement and the Prospectus, and I further consent to the use of


my name under the caption “Interests of Named Counsel” in the Registration Statement and the Prospectus which forms a part thereof. In giving this consent, I do not hereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act.

Respectfully submitted,

/s/ Thomas E. Moran

Thomas E. Moran

Corporate Secretary and Legal Counsel