*
|
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
|
CUSIP No. 844895102
|
|||||||||||
1.
|
Name of Reporting Person:
CORVEX MANAGEMENT LP
|
||||||||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐ (b) ☒
|
||||||||||
3.
|
SEC Use Only:
|
||||||||||
4.
|
Source of Funds (See Instructions):
AF
|
||||||||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
☐
|
||||||||||
6.
|
Citizenship or Place of Organization:
Delaware
|
||||||||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7.
|
Sole Voting Power:
4,153,717
|
|||||||||
8.
|
Shared Voting Power:
0
|
||||||||||
9.
|
Sole Dispositive Power:
4,153,717
|
||||||||||
10.
|
Shared Dispositive Power:
0
|
||||||||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
4,153,717
|
||||||||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐
|
||||||||||
13.
|
Percent of Class Represented by Amount in Row (11):
5.8%*
|
||||||||||
14.
|
Type of Reporting Person (See Instructions):
PN, IA
|
||||||||||
*
|
See Item 5.
|
CUSIP No. 844895102
|
|||||||||||
1.
|
Name of Reporting Person:
KEITH MEISTER
|
||||||||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐ (b) ☒
|
||||||||||
3.
|
SEC Use Only:
|
||||||||||
4.
|
Source of Funds (See Instructions):
AF
|
||||||||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
☐
|
||||||||||
6.
|
Citizenship or Place of Organization:
United States
|
||||||||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7.
|
Sole Voting Power:
4,153,717
|
|||||||||
8.
|
Shared Voting Power:
0
|
||||||||||
9.
|
Sole Dispositive Power:
4,153,717
|
||||||||||
10.
|
Shared Dispositive Power:
0
|
||||||||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
4,153,717
|
||||||||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐
|
||||||||||
13.
|
Percent of Class Represented by Amount in Row (11):
5.8%*
|
||||||||||
14.
|
Type of Reporting Person (See Instructions):
IN, HC
|
||||||||||
*
|
See Item 5.
|
Item 1.
|
Security and Issuer
|
Item 2.
|
Identity and Background
|
Item 3.
|
Source and Amount of Funds or Other Consideration
|
Item 4.
|
Purpose of Transaction
|
The Reporting Persons intend to enter into discussions with the Issuer’s Board of Directors (the “Board”) and management of the Issuer to discuss options to unlock the value of the Issuer’s core utility franchises and its investment in Centuri Group, Inc. (“Centuri”). The Reporting Persons are supportive of the Issuer’s announced plan to separate Centuri in a manner which maximizes value. However, based on Corvex’s analysis, the Reporting Persons believe the Issuer’s regulated portfolio, Southwest Gas Corporation (“Southwest”), is trading at or below its currently authorized rate base. The implied valuation represents a deep discount to underlying value, market comps, and recent transactions – where similar assets trade at 1.5 – 2.0x rate base. If the current valuation disconnect persists, the Reporting Persons believe the Issuer will be required to take further action. In the Reporting Persons’ view, Southwest’s ambitious $2 billion capital plan clearly does not make sense if growth capital results in a market valuation less than cost. The Reporting Persons anticipate engaging with the Issuer on ways to enhance shareholder value, including: improving earned returns on capital, further restructuring, and/or a sale of the Issuer.
Item 5.
|
Interest in Securities of the Issuer
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Item 7.
|
Material to be Filed as Exhibits
|
|
|
Exhibit 1
|
|
Joint Filing Agreement
|
|
|
|
||
|
|
Exhibit 2
|
|
Transactions in the Shares effected in the past 60 days
|
|
|
|
|
|
|
|
|
|
|
|
|
Date: October 23, 2023
|
|
|
|
CORVEX MANAGEMENT LP
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ Keith Meister
|
|
|
|
|
|
|
Keith Meister
|
|
|
|
|
|
|
Managing Partner
|
|
|
|
||||
Date: October 23, 2023
|
|
|
|
KEITH MEISTER
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ Keith Meister
|
|
|
|
|
|
|
Keith Meister
|
|
|
|
|
|
|
|
Date: October 23, 2023
|
|
|
|
CORVEX MANAGEMENT LP
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ Keith Meister
|
|
|
|
|
|
|
Name: Keith Meister
|
|
|
|
|
|
|
Title: Managing Partner
|
|
|
|
||||
Date: October 23, 2023
|
|
|
|
KEITH MEISTER
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ Keith Meister
|
|
|
|
|
|
|
|
|
|
|
|
NATURE OF TRANSACTION
|
|
DATE OF
TRANSACTION
|
|
AMOUNT OF
SECURITIES
|
|
|
PRICE PER
SHARE $
|
|
||
Purchase of Common Stock
|
8/24/2023
|
5,000
|
63.95
|
|||||||
Purchase of Common Stock
|
8/25/2023
|
14,703
|
63.86
|
|||||||
Purchase of Common Stock
|
|
8/29/2023
|
|
|
24,171
|
|
|
|
63.72
|
|
Purchase of Common Stock
|
|
8/30/2023
|
|
|
31,800
|
|
|
|
63.17
|
|
Purchase of Common Stock
|
8/31/2023
|
44,490
|
62.22
|
|||||||
Purchase of Common Stock
|
9/1/2023
|
31,665
|
62.14
|
|||||||
Purchase of Common Stock
|
9/5/2023
|
89,000
|
61.07
|
|||||||
Purchase of Common Stock
|
9/5/2023
|
145,100
|
60.74
|
|||||||
Purchase of Common Stock
|
9/6/2023
|
75,023
|
60.36
|
|||||||
Purchase of Common Stock
|
9/7/2023
|
18,751
|
60.31
|
|||||||
Purchase of Common Stock
|
9/8/2023
|
2,600
|
60.06
|
|||||||
Purchase of Common Stock
|
9/29/2023
|
39,699
|
60.55
|
|||||||
Purchase of Common Stock
|
10/2/2023
|
50,000
|
59.21
|
|||||||
Purchase of Common Stock
|
10/3/2023
|
7,700
|
58.89
|
|||||||
Purchase of Common Stock
|
10/4/2023
|
28,000
|
58.92
|
|||||||
Purchase of Common Stock
|
10/6/2023
|
9,313
|
58.34
|
|||||||
Purchase of Common Stock
|
10/9/2023
|
6,100
|
58.32
|
|||||||
Purchase of Common Stock
|
10/12/2023
|
13,600
|
57.83
|
|||||||
Purchase of Common Stock
|
10/13/2023
|
10,000
|
57.79
|
|||||||
Purchase of Common Stock
|
10/16/2023
|
119,611
|
58.83
|
|||||||
Purchase of Common Stock
|
10/17/2023
|
11,609
|
58.99
|
|||||||
Purchase of Common Stock
|
10/18/2023
|
116,185
|
58.22
|
|||||||
Purchase of Common Stock
|
10/19/2023
|
81,470
|
57.96
|
|||||||
Purchase of Common Stock
|
10/20/2023
|
99,417
|
57.62
|
|||||||
Purchase of Common Stock
|
10/23/2023
|
169,689
|
57.18
|
|||||||