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) ~~March~~December 2328, 2021

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

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 March 23, 2021,~~ Southwest Gas ~~Corporation entered into a Term Loan Agreement (the “Term Loan Agreement”) with the lenders~~Holdings, ~~book runners and syndication agents party thereto and The Bank of New York Mellon, as Administrative Agent (the “Agent”)~~Inc. ~~The~~Amendment ~~Term Loan Agreement provides for a term loan (the “Term Loan”) of $250~~No. ~~million~~1 ~~that matures on March 22, 2022. Southwest Gas Corporation intends~~ to ~~use~~its ~~the~~Amended ~~proceeds~~and ~~from~~Restated ~~the~~Revolving ~~Term~~Credit ~~Loan~~Agreement ~~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~~On ~~rates~~December 28, ~~for the Term Loan are calculated at either LIBOR or the “alternate base rate~~2021,” ~~plus in each case an applicable margin that is determined based on~~ Southwest Gas ~~Corporation’s~~Holdings, ~~senior~~Inc. ~~unsecured~~entered ~~long-term~~into ~~debt~~Amendment ~~rating~~No. 1 ~~The~~(“Holdco ~~applicable~~Agreement ~~margin~~Amendment ~~ranges from 0~~No.~~550%~~ 1”) to ~~1.000%~~the ~~for~~Amended ~~loans~~and ~~bearing~~Restated ~~interest~~Revolving ~~with~~Credit ~~reference~~Agreement, todated ~~LIBOR.~~as ~~Loans~~of ~~bearing~~April 10, ~~interest~~2020, with ~~reference to~~ the ~~alternate~~lenders ~~base~~party ~~rate~~thereto, ~~have~~and anThe ~~applicable~~Bank ~~margin~~ of ~~0.000%.~~New ~~Upon~~York ~~the~~Mellon, ~~occurrence~~as ofAdministrative ~~certain~~Agent, ~~events~~which, ~~providing~~after ~~for~~giving aeffect ~~transition~~to ~~away~~Holdco ~~from~~Agreement ~~LIBOR~~Amendment orNo. 1, ifprovides ~~LIBOR~~for isup noto ~~longer~~$200 million ain ~~widely~~revolving ~~recognized~~borrowing ~~benchmark~~capacity. ~~rate,~~As ~~the~~of ~~Term~~December 28, ~~Loan~~2021, ~~will~~$59 million ~~bear~~in ~~interest~~aggregate atprincipal aamount ~~rate~~was ~~based~~outstanding onunder athe ~~replacement~~Southwest ~~benchmark~~Gas Holdings, asInc. ~~further~~credit ~~set forth in the Term Loan Agreement~~facility.

~~The~~Holdco ~~Term~~Agreement ~~Loan~~Amendment ~~Agreement~~No. 1, ~~contains~~among ~~certain~~other ~~customary~~things, ~~representations~~(1) extends ~~and~~the ~~warranties~~maturity ~~and~~date ~~affirmative~~of ~~and~~the ~~negative~~credit ~~covenants.~~facility Into ~~addition~~December 28, ~~the~~2026, ~~Term~~(2) ~~Loan~~increases ~~Agreement~~the ~~contains~~total acommitment ~~financial~~amount ~~covenant~~by ~~requiring~~$100 million ~~Southwest~~to ~~Gas~~$200 million, ~~Corporation~~(3) increases the amount to ~~maintain~~which athe ~~ratio~~total ofcommitment ~~funded~~may ~~debt~~be increased from $200 million to ~~total~~$300 million, ~~capitalization~~and ~~not~~(4) replaces toLondon ~~exceed~~Interbank ~~0.70~~Offered toRate ~~1.00~~(“LIBOR”) asinterest ofrate ~~the~~benchmarks ~~end~~with ofSecured ~~any~~Overnight ~~quarter~~Financing ofRate ~~any~~(“SOFR”) ~~fiscal~~interest ~~year~~rate benchmarks.

~~The~~Southwest ~~description~~Gas ofCorporation ~~the~~Amendment ~~Term~~No. 1 ~~Loan Agreement does not purport~~ to beits ~~complete~~Amended and isRestated ~~qualified~~Credit ~~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		~~Term~~Amendment ~~Loan~~No. ~~Agreement,~~1 ~~dated~~to asthe ~~of March 23, 2021, by and among~~ Southwest Gas ~~Corporation~~Holdings, ~~The~~Inc. ~~Bank~~Credit ~~of New York Mellon, as Administrative Agent, and the lenders party, book runners and syndication agents thereto~~Facility.
104		Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.
10.2		Amendment No. 1 to the Southwest Gas Corporation Credit Facility.
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/ Lori L. Colvin
	/s/ Gregory J. Peterson
Date: March 23, 2021		Lori L. Colvin
Date: January 3, 2022	Gregory J. Peterson
		Vice President/Controller/Chief Accounting Officer
	Senior Vice President/Chief Financial Officer
	SOUTHWEST GAS CORPORATION	~~SOUTHWEST GAS CORPORATION~~
		/s/ Lori L. Colvin
	/s/ Gregory J. Peterson
Date: March 23, 2021		Lori L. Colvin
Date: January 3, 2022	Gregory J. Peterson
		Vice President/Controller/Chief Accounting Officer
	Senior Vice President/Chief Financial Officer

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