UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form

~~Form~~ 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~ of ~~Report~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported)~~1934 ~~October 30, 2017~~

~~SOUTHWEST~~Date ~~GAS~~of ~~CORPORATION~~Report (Date of earliest event reported) March 23, 2021

(Exact name of registrant as specified in its charter)


Commission File Number	Exact name of registrant as specified in its charter and principal office address and telephone number	State of Incorporation	I.R.S. Employer Identification No.
001-37976	Southwest Gas Holdings, Inc. 8360 S. Durango Dr. Post Office Box 98510 Las Vegas, Nevada 89193-8510 (702) 876-7237	Delaware	81-3881866

001-07850	Southwest Gas Corporation 8360 S. Durango Dr. Post Office Box 98510 Las Vegas, Nevada 89193-8510 (702) 876-7237	California	88-0085720

Check the appropriate box below if the Form

California	1-7850	88‑0085720
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification No.)
5241 Spring Mountain Road
Post Office Box 98510
Las Vegas, Nevada		89193-8510
(Address of principal executive offices)		(Zip Code)

8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~Registrant's~~☐ ~~telephone~~Written ~~number,~~communications ~~including~~pursuant ~~area~~to ~~code:~~Rule 425 under the Securities Act (~~702)~~17 ~~876‑7237~~CFR 230.425)

~~Check~~☐ ~~the~~Soliciting ~~appropriate~~material ~~box~~pursuant ~~below~~to ifRule ~~the Form 8~~14a-K12 ~~filing~~under ~~is intended to simultaneously satisfy~~ the ~~filing~~Exchange ~~obligation~~Act of(17 ~~the~~CFR ~~registrant under any of the following provisions:~~240.14a-12)

[☐ ]Pre-commencement ~~Written~~ communications pursuant to Rule ~~425~~14d-2(b) under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~14d-2(b))

[☐ ]Pre-commencement ~~Soliciting~~communications ~~material~~ pursuant to Rule ~~14a~~13e-124(c) under the Exchange Act (17 CFR 240.~~14a~~13e-124(c))

[Securities ]registered ~~Pre-commencement communications~~ pursuant to ~~Rule 14d-2~~Section 12(b) ~~under~~of the ~~Exchange~~ Act: ~~(17 CFR 240.14d-2(b))~~

[Southwest ]Gas ~~Pre-commencement~~Holdings, ~~communications~~Inc: ~~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 ___


(Title of class)	(Trading symbol)	(Exchange on which registered)
Southwest Gas Holdings, Inc. Common Stock, $1 par value	SWX	New York Stock Exchange

IfSouthwest anGas ~~emerging~~Corporation: 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 2~~None.03 ~~Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.~~

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

On October 30, 2017, Southwest Gas Corporation (“Southwest”), a subsidiary of Southwest Gas Holdings, Inc., entered into definitive documentation to establish a new commercial paper program (the “Program”), under which Southwest may issue unsecured commercial paper notes (the “Notes”) pursuant to an exemption from registration contained in Section 3(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”). The Program is substantially similar to the commercial paper program conducted by Southwest prior to the establishment of the Program.Rule12b-2

of the Securities Exchange Act of 1934

~~Under the Program, Southwest may issue the Notes from time to time in an aggregate amount not to exceed $50,000,000 outstanding at any time~~(§240. The Notes will have maturities of up to 270 days from the date of issue and will rank equal in right of payment with all of Southwest’s other unsecured and unsubordinated indebtedness. Southwest has agreed to maintain available commitments under its Revolving Credit Agreement, by and among the Company, The Bank of New York Mellon, as administrative agent thereunder, and the other lenders signatory thereto, dated as of March 15, 2012, in an amount at least equal to the amount of Notes outstanding at any time. The net proceeds of the issuance of the Notes are expected to be used for the purchase of natural gas and general corporate purposes.12b-2

of this chapter).

AEmerging ~~national~~growth ~~bank~~company ☐ acts as the issuing and paying agent under the Program pursuant to an issuing and paying agent agreement. Piper Jaffray & Co. will act as dealer (the “Dealer”) pursuant to the terms and conditions of commercial paper dealer agreement entered into between Southwest and the Dealer (the “Dealer Agreement”). The Dealer Agreement contains customary representations, warranties, covenants and indemnification provisions.

~~The~~If ~~Notes~~an ~~have~~emerging ~~not~~growth ~~been~~company, ~~and~~indicate ~~will~~by ~~not~~check bemark ~~registered~~if ~~under~~ the ~~Securities~~registrant ~~Act~~has orelected ~~state securities laws, and may~~ not beto ~~offered~~use ~~and sold except in compliance with an applicable exemption from~~ the ~~registration~~extended ~~requirements~~transition ofperiod ~~the~~for ~~Securities~~complying ~~Act~~with ~~and~~any ~~applicable~~new ~~state~~or ~~securities~~revised ~~laws. The~~financial ~~information~~accounting ~~contained~~standards inprovided ~~this~~pursuant ~~Current Report on Form 8-K shall not constitute an offer~~ to ~~sell~~Section 13(a) ~~or the solicitation~~ of ~~an offer to purchase any securities, nor shall there be any sale of~~ the ~~Notes~~Exchange ~~in any jurisdiction in which such offer, solicitation or sale would be unlawful~~Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

On March 23, 2021, Southwest Gas Corporation entered into a Term Loan Agreement (the “Term Loan Agreement”) with the lenders, book runners and syndication agents party thereto and The Bank of New York Mellon, as Administrative Agent (the “Agent”). The Term Loan Agreement provides for a term loan (the “Term Loan”) of $250 million that matures on March 22, 2022. Southwest Gas Corporation intends to use the proceeds from the Term Loan to fund the increased cost of natural gas supply during the month of February 2021 caused by extreme weather conditions in the central United States.

Interest rates for the Term Loan are calculated at either LIBOR or the “alternate base rate,” plus in each case an applicable margin that is determined based on Southwest Gas Corporation’s senior unsecured long-term debt rating. The applicable margin ranges from 0.550% to 1.000% for loans bearing interest with reference to LIBOR. Loans bearing interest with reference to the alternate base rate have an applicable margin of 0.000%. Upon the occurrence of certain events providing for a transition away from LIBOR or if LIBOR is no longer a widely recognized benchmark rate, the Term Loan will bear interest at a rate based on a replacement benchmark, as further set forth in the Term Loan Agreement.

The Term Loan Agreement contains certain customary representations and warranties and affirmative and negative covenants. In addition, the Term Loan Agreement contains a financial covenant requiring Southwest Gas Corporation to maintain a ratio of funded debt to total capitalization not to exceed 0.70 to 1.00 as of the end of any quarter of any fiscal year.

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

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance

Sheet Arrangement of a Registrant.

The disclosure set forth under Item 1.01 is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description

10.1		Term Loan Agreement, dated as of March 23, 2021, by and among Southwest Gas Corporation, The Bank of New York Mellon, as Administrative Agent, and the lenders party, book runners and syndication agents thereto.

104		Cover Page Interactive Data File – the cover page XBRL tags are embedded within the 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 CORPORATION
		SOUTHWEST GAS HOLDINGS, INC.
Date: November 2, 2017
		/s/ Lori L. Colvin
	/s/ GREGORY J. PETERSON
Date: March 23, 2021		Lori L. Colvin
	Gregory J. Peterson
		Vice President/Controller/Chief Accounting Officer
	Vice President/Controller and
		SOUTHWEST GAS CORPORATION
	Chief Accounting Officer
		/s/ Lori L. Colvin
Date: March 23, 2021		Lori L. Colvin
		Vice President/Controller/Chief Accounting Officer

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