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~~January 2820, ~~2021~~2023

Commission File Number	Exact name of registrant as specified in its charter ~~andprincipal~~and principal office address and telephone number	State of Incorporation	I.R.S. ~~EmployerIdentification~~Employer Identification No.
001-37976	Southwest Gas Holdings, Inc. 8360 S. Durango ~~DrivePost~~Dr. Post Office Box ~~98510Las~~98510 Las Vegas, Nevada 89193-8510 (702) 876-7237	Delaware	81-3881866
001-07850	Southwest Gas ~~Corporation8360~~Corporation 8360 S. Durango ~~DrivePost~~Dr. Post Office Box ~~98510Las~~98510 Las Vegas, Nevada 89193-8510 (702) 876-7237	California	88-0085720

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))

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

Southwest Gas Holdings, Inc:

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

Southwest Gas Corporation:

None.

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 Rule12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

(§240.12b-2

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 1.01

Entry into a Material Definitive Agreement.

On January 20, 2023, Southwest Gas Corporation (the “Company”) entered into a

~~Southwest Gas Holdings, Inc. Amendment No. 1 to its Amended and Restated Revolving Credit Agreement~~ 364-Day

Term Loan Credit Agreement (the “Term Loan Agreement”) with the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. The Term Loan Agreement provides for a term loan (the “Term Loan”) of $450 million that matures on January 19, 2024. The Company intends to use the proceeds from the Term Loan to fund higher than expected natural gas costs for the November 2022 through March 2023 winter period caused by numerous market forces including historically low storage levels, unexpected upstream pipeline maintenance events, and cold weather conditions across the western region.

OnInterest ~~December 28,~~rates ~~2021~~for the Term Loan are calculated, ~~Southwest~~at ~~Gas~~the ~~Holdings~~Company’s option, ~~Inc.~~at ~~entered~~either ~~into~~the ~~Amendment~~term ~~No. 1~~Secured ~~(“Holdco~~Overnight ~~Agreement~~Financing ~~Amendment~~Rate ~~No. 1~~(“SOFR”) toplus ~~the~~an ~~Amended~~adjustment ~~and~~of ~~Restated~~0.100% ~~Revolving~~or ~~Credit~~the ~~Agreement,~~“alternate ~~dated~~base asrate,” ofplus ~~April 10,~~in ~~2020,~~each ~~with~~case ~~the~~an ~~lenders~~applicable ~~party~~margin. ~~thereto,~~Loans ~~and~~bearing ~~The~~interest ~~Bank~~with ofreference ~~New~~to ~~York~~SOFR ~~Mellon,~~have asan ~~Administrative~~applicable ~~Agent,~~margin ~~which,~~of ~~after~~0.950% ~~giving~~and ~~effect~~loans tobearing ~~Holdco~~interest ~~Agreement~~with ~~Amendment~~reference ~~No. 1,~~to ~~provides~~the ~~for~~alternate upbase torate ~~$200 million~~have inan ~~revolving~~applicable ~~borrowing~~margin ~~capacity~~of 0.000%. AsSOFR ofis ~~December 28,~~calculated ~~2021,~~with ~~$59 million~~a infloor ~~aggregate~~of ~~principal~~0.000% ~~amount~~and ~~was~~alternative ~~outstanding~~base ~~under~~rate ~~the~~is ~~Southwest~~calculated ~~Gas~~with ~~Holdings,~~a ~~Inc.~~floor ~~credit~~of ~~facility~~1. 000%.

~~Holdco~~The ~~Agreement~~Term ~~Amendment~~Loan ~~No. 1,~~Agreement ~~among~~contains ~~other~~certain ~~things,~~customary ~~(1) extends~~representations ~~the~~and ~~maturity~~warranties ~~date~~and ofaffirmative ~~the~~and ~~credit~~negative ~~facility~~covenants. toIn ~~December 28~~addition, ~~2026, (2) increases~~ the ~~total~~Term ~~commitment~~Loan ~~amount~~Agreement bycontains ~~$100 million~~a tofinancial ~~$200 million,~~covenant ~~(3) increases~~requiring the ~~amount~~Company to ~~which~~maintain ~~the~~a ~~total~~ratio ~~commitment~~of ~~may~~funded bedebt ~~increased from $200 million~~ to ~~$300 million,~~total ~~and~~capitalization ~~(4) replaces~~not ~~London~~to ~~Interbank~~exceed ~~Offered~~0.70 ~~Rate~~to ~~(“LIBOR”)~~1.00 ~~interest~~as ~~rate~~of ~~benchmarks~~the ~~with~~end ~~Secured~~of ~~Overnight~~any ~~Financing~~quarter ~~Rate~~of ~~(“SOFR”)~~any ~~interest~~fiscal ~~rate benchmarks~~year.

~~Southwest~~The ~~Gas~~description ~~Corporation~~of ~~Amendment~~the ~~No. 1~~Term Loan Agreement does not purport to ~~its~~be ~~Amended~~complete and ~~Restated~~is ~~Credit~~qualified in its entirety by reference to the Term Loan Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

On December 28, 2021, Southwest Gas Corporation entered into Amendment No. 1 (“Southwest Gas Agreement Amendment No. 1” and, together with Holdco Agreement Amendment No. 1, the “Amendments”) to the Amended and Restated Revolving Credit Agreement, dated as of April 10, 2020, with the lenders party thereto, and The Bank of New York Mellon, as Administrative Agent, which provides for up to $400 million in revolving borrowing capacity. As of December 28, 2021, $153 million in aggregate principal amount was outstanding under the Southwest Gas Corporation credit facility.

Southwest Gas Agreement Amendment No. 1, among other things, replaces LIBOR interest rate benchmarks with SOFR interest rate benchmarks.

The descriptions of the Amendments do not purport to be complete and are qualified in their entirety by reference to the Amendments, which are filed as Exhibit 10.1 and Exhibit 10.2 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		~~Amendment~~364-Day ~~No.~~Term 1Loan toCredit ~~the~~Agreement, dated as of January 20, 2023, by and among Southwest Gas ~~Holdings~~Corporation, ~~Inc~~JPMorgan Chase Bank, N.A., ~~Credit~~as ~~Facility~~Administrative Agent, and the Lenders from time to time party thereto.
10.2		Amendment No. 1 to the Southwest Gas Corporation Credit Facility.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104		Cover Page formatted in Inline XBRL.

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.~~	SOUTHWEST GAS HOLDINGS, INC.
	/s/ Gregory J. Peterson
		/s/ Robert J. Stefani
Date: January 3, 2022	Gregory J. Peterson
Date: January 20, 2023		Robert J. Stefani
	~~Senior Vice President/Chief Financial Officer~~	Senior Vice President/Chief Financial Officer
	~~SOUTHWEST GAS CORPORATION~~	SOUTHWEST GAS CORPORATION
	/s/ Gregory J. Peterson
		/s/ Robert J. Stefani
Date: January 3, 2022	Gregory J. Peterson
Date: January 20, 2023		Robert J. Stefani
	~~Senior Vice President/Chief Financial Officer~~	Senior Vice President/Chief Financial Officer

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