Centuri Group to Acquire Riggs Distler, Strengthening the Company's Position as a Leader in North American Utility Infrastructure Services

PHOENIX, June 29, 2021 /PRNewswire/ -- Centuri Group, Inc. ("Centuri"), a wholly-owned subsidiary of Southwest Gas Holdings, Inc. (NYSE: SWX), today announced it has entered into a definitive agreement to acquire Riggs Distler & Company, Inc. and its affiliates ("Riggs Distler"). Founded in 1909, and based in Cherry Hill, New Jersey, Riggs Distler has extensive relationships and long-term Master Service Agreements (MSA) with nearly all of the major investor-owned electric utilities in the Northeast and Mid-Atlantic regions and provides unionized installation and repair services to its utility customers.

The addition of Riggs Distler provides Centuri a strong union electric platform and allows the Company to provide new service offerings to combination utility customers. The acquisition expands Centuri's geographic reach and union electric platform with virtually no overlap in existing customer base.

Paul M. Daily, President and Chief Executive Officer of Centuri, said, "Riggs Distler is an exceptional company with a seasoned, energetic leadership team and substantial growth opportunities in electric services, renewable energy, and 5G telecom. This is a transformational transaction for Centuri that adds a unionized electric services platform to our current utility infrastructure portfolio, significantly advancing our goal to encompass our customer's growing needs by providing 360 degrees of service." 

In addition to its turnkey solutions for utility providers, Riggs Distler is the only provider in the region with a full suite of civil, mechanical, electrical and fabrication capabilities. Their addition to the Centuri enterprise brings additional opportunities in 5G telecom and renewable power generation, further advancing both companies' commitments to support clean energy delivery and reduce carbon emissions. As a long-standing member of the communities in which it operates, Riggs Distler's established community engagement programs align with Centuri's guiding principles and commitment to giving back.

"Riggs Distler has established itself as the region's premier utility services contractor for more than 100 years. We are excited about the path ahead for the combined organization, which leads to an even brighter future with more career opportunities for our combined employee strength of over 10,500," said Daily.

Stephen Zemaitatis Jr., President and Chief Executive Officer of Riggs Distler, said, "We are proud to join Centuri, a company that shares our century old core values of commitment to safety, operational excellence, and delivering high-quality, competitive, and essential services to customers. United, we will benefit from greater financial strength, growth, and diversification. We look forward to deepening our customer relationships and creating meaningful opportunities for our employees as part of the Centuri family."

Under the terms of the transaction, Centuri will acquire a 100% ownership interest in Riggs Distler for $855 million in cash subject to customary adjustments, including working capital. The all-cash purchase is expected to be fully funded by new Centuri debt. The transaction is expected to close in Q3 2021, after which Riggs Distler will operate as a standalone subsidiary of Centuri within the company's Power Group. Mr. Zemaitatis and the current Riggs Distler senior leadership team will continue to lead the company.

UBS Investment Bank served as the exclusive financial advisor to Centuri, while the firm of Foley & Lardner, LLP served as legal advisors to Centuri on the transaction. Morrison & Foerster LLP served as legal advisor to Southwest Gas Holdings. Harris Williams & Co. served as financial advisor to Riggs Distler and Kirkland & Ellis LLP as legal counsel.

Wells Fargo has provided a debt financing commitment for new senior secured credit facilities to fund the full purchase price and refinance existing indebtedness.

About Centuri Group, Inc.
Centuri is a comprehensive utility infrastructure services enterprise dedicated to delivering a diverse array of solutions to North America's gas and electric providers. Through sound investment, shared services, and an unwavering commitment to the safety of our employees and the communities we serve, Centuri supports the performance of its operating companies across the U.S. and Canada.

https://nextcenturi.com/

About Riggs Distler & Co., Inc.
Founded in 1909, Riggs Distler self-performs turnkey union construction solutions in the utility, telecom, and industrial markets in the Northeast and Mid-Atlantic regions.

https://riggsdistler.com/

SOURCE Centuri Group, Inc.

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