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Southwest Gas Corporation Announces Cash Tender Offer for Debt Securities

December 3, 2008

LAS VEGAS, Dec. 3 /PRNewswire-FirstCall/ — Southwest Gas Corporation
(NYSE: SWX) today announced the commencement of a tender offer (the “Offer”)
to purchase for cash up to $75 million aggregate principal amount of the
Industrial Development Revenue Bonds (Southwest Gas Corporation Project) and
the Industrial Development Refunding Revenue Bonds (Southwest Gas Corporation
Project) listed in the table below (collectively, the “Bonds”) originally
issued by Clark County, Nevada, a political subdivision of the State of
Nevada
.

The table below shows each issue of Bonds included in the Offer as well as
the applicable tender offer consideration for each issue. The Offer is
subject to a minimum of $25,000,000 aggregate principal amount of Bonds being
validly tendered (and not validly withdrawn).


                                        Principal   Acceptance   Tender Offer
                            CUSIP        Amount      Priority    Consideration
      Title of Security     Number     Outstanding     Level        (c)(d)

    5.00% Series 2004B(a)  181004CZ3   $75,000,000       1         $3,900.00

    4.75% Series 2006A(b)  181004DM1   $56,000,000       2         $3,700.00

    5.25% Series 2003D(b)  181004CT7   $20,000,000       3         $3,950.00

    (a) Industrial Development Refunding Revenue Bonds (Southwest Gas
        Corporation Project) originally issued by Clark County, Nevada, a
        political subdivision of the State of Nevada.
    (b) Industrial Development Revenue Bonds (Southwest Gas Corporation
        Project) originally issued by Clark County, Nevada, a political
        subdivision of the State of Nevada.
    (c) Per $5,000 principal amount of Bonds accepted for purchase.
    (d) The tender offer consideration is payable only in respect of Bonds
        which are validly tendered (and not validly withdrawn) prior to the
        Expiration Date and which are accepted for payment.

The Offer will expire at 5:00 P.M., New York City time, on December 16,
2008
, unless extended (such date and time, as the same may be extended, the
“Expiration Date”). Bonds tendered cannot be validly withdrawn, except in
certain limited circumstances, as provided in the Offer to Purchase.

Accrued and unpaid interest from the last interest payment date applicable
to the Bonds to, but not including, the settlement date will be paid in cash
on all validly tendered and accepted Bonds. The settlement date is expected
to be promptly after the Expiration Date.

If the principal amount of Bonds tendered exceeds $75,000,000, only a
portion of the tendered Bonds will be accepted for purchase. The Bonds will
be purchased in accordance with, and in the order of, the Acceptance Priority
Levels set forth in the table above. All Bonds having a higher Acceptance
Priority Level will be accepted for purchase before any tendered Bonds having
a lower Acceptance Priority Level are accepted. For example, all tendered
Bonds having Acceptance Priority Level “1″ will be accepted before any
tendered Bonds having Acceptance Priority Level “2″ will be accepted. Where
some, but not all, of the Bonds tendered for a particular issue are purchased,
the amount of Bonds accepted from each holder tendering that issue of Bonds
will be prorated based on the aggregate principal amount tendered with respect
to that issue.

The complete terms and conditions of the Offer are set forth in the Offer
to Purchase dated December 3, 2008, which is being sent to holders of Bonds.
Holders are urged to read the Offer to Purchase carefully.

The Offer is subject to the satisfaction or waiver of certain conditions
which are set forth in the Offer to Purchase, including a minimum of
$25,000,000 aggregate principal amount of Bonds being validly tendered (and
not validly withdrawn), as more fully described in the Offer to Purchase.

Southwest has engaged Banc of America Securities LLC as the exclusive
dealer manager for the Offer. Questions regarding the Offer may be directed
to Banc of America Securities LLC, Debt Advisory Services, at 888-292-0070
(U.S. toll-free) and 704-388-4603 (collect). Copies of the Offer to Purchase
may be obtained from the Information Agent for the Offer, Morrow & Co., LLC,
at 800-267-0201 (U.S. toll-free).

This press release is neither an offer to purchase, nor a solicitation for
acceptance of the Offer. Southwest is making the Offer only by, and pursuant
to the terms of, the Offer to Purchase.

This press release contains “forward-looking statements” that involve a
number of risks and uncertainties. Forward-looking statements, which are based
on management’s current expectations, are generally identifiable by the use of
terms such as “may,” “will,” “expects,” “believes,” “intends” and similar
expressions. Forward-looking statements involve certain risks and
uncertainties, many of which are beyond Southwest’s control. A number of
important factors affecting Southwest’s business and financial results could
cause actual results to differ materially from those stated in the
forward-looking statements. These factors include, but are not limited to,
the impact of weather variations on customer usage, customer growth rates,
conditions in the housing market, the effects of a U.S. economic recession,
interest rates, Southwest’s ability to recover costs through its PGA
mechanisms, the effects of regulation/deregulation, the timing and amount of
rate relief, changes in rate design, changes in gas procurement practices,
changes in capital requirements and funding, the impact of conditions in the
capital markets on the availability of financing and financing costs, the
impact of stock market volatility, rating agency actions, changes in
construction expenditures and financing, renewal of franchises, easements and
rights-of-way, changes in operations and maintenance expenses, effects of
accounting changes, future liability claims, changes in pipeline capacity for
the transportation of gas and related costs, acquisitions and management’s
plans related thereto, competition, and our ability to raise capital in
external financings. If any of those risks and uncertainties materialize,
actual results could differ materially from those discussed in any such
forward-looking statement. Additional factors that could cause actual results
to differ are discussed under the heading “Risk Factors” and in other sections
of Southwest’s filings with the SEC, and in Southwest’s other current and
periodic reports filed from time to time with the SEC. All forward-looking
statements in this press release are made only as of the date hereof, based on
information available to management as of the date hereof, and Southwest
cautions you not to place undue reliance on forward-looking statements in
light of the risks and uncertainties associated with them. Southwest assumes
no obligation to update any forward-looking statements, whether as a result of
new information, future events or otherwise.

SOURCE Southwest Gas Corporation


Source: newswire



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