Good day. Welcome to today's conference call for Southwest Gas to discuss a strategic announcement this morning. I would now like to turn the conference over to Thomas Moran, Vice President, General Counsel, and Corporate Secretary for Southwest Gas Holdings. Please go ahead, sir.
Thank you, Cole. Welcome to the Southwest Gas Holdings conference call regarding key strategic announcements we made this morning. Throughout the call, we will be referencing presentation slides which have been posted to our investor relations website. I am joined on today's call by Karen Haller, President and CEO of Southwest Gas Holdings, and Rob Stefani, Senior Vice President and CFO of Southwest Gas Holdings. Please note that on today's call, the company will address certain factors that may impact this year's earnings. Some of the information that will be discussed today contains forward-looking statements.
These statements are based on management's assumptions, which may or may not come true, and you should refer to the language on slide two of the presentation, the press release issued this morning, as well as our Form 8-K filed today and our 10-Q filed on November 9, 2022 for a description of the factors that may cause actual results to materially differ from our forward-looking statements. All forward-looking statements are made as of today, and we assume no obligation to update any such statements. I'll now turn the call over to the CEO of Southwest Gas, Karen Haller.
Thank you, Tom. Thank you everyone for joining us today. I'm pleased to say the board of directors, after thorough review of each of our operating company strategies, as well as an enterprise review, has unanimously determined to take strategic actions to simplify the company's portfolio and maximize stockholder value. We are confident the decisions announced today are the right path forward to create long-term sustainable value. Starting on slide four, we have reached an agreement to sell MountainWest Pipelines Holding Company to Williams for $1.5 billion in total enterprise value, subject to certain adjustments. Second, we have decided to pursue a spin-off of Centuri Group. At a high level, this will position both Southwest Gas and Centuri to deliver long-term stockholder value as focused independent companies.
As a standalone company, Centuri is a world-class utility infrastructure services platform positioned as a leader in infrastructure modernization and energy transition. Following the MountainWest sale and Centuri spin-off, Southwest Gas Holdings will become a premier, fully regulated natural gas utility with a strong balance sheet and a commitment to maintain investment-grade credit ratings. I will now turn the call over to Rob to discuss more details regarding the transactions.
Thanks, Karen. Let's turn to slide five now to cover the details of the MountainWest transaction. Southwest Gas Holdings will be selling 100% of MountainWest Pipelines Holding Company to Williams. The expected net proceeds from the sale are approximately $1.1 billion, which represents an estimated loss of $350 million-$425 million for Southwest Gas Holdings net of tax. Due to the loss we estimate, we are also anticipating a cash tax benefit of approximately $100 million, which could be applied against future taxable income. We expect to close this sale in 2023 following receipt of regulatory approvals and the expiration or termination of any applicable Hart-Scott-Rodino waiting period. We have a strong counterparty in Williams, which has a long acquisition track record. We are confident in their ability to operate MountainWest moving forward.
I will also note that the net proceeds from the transaction will be used to repay the approximately $1.1 billion term loan that is associated with our acquisition of MountainWest. Turning to slide six, we discuss the spin-off of Centuri. The spin-off of Centuri is expected to be tax-free to Southwest Gas and its stockholders for U.S. federal income tax purposes. Upon completion of the spin-off, Southwest Gas stockholders will maintain their current shares of Southwest stock and receive a pro rata distribution of publicly traded shares of Centuri NewCo stock. We will assess the pro forma capital structure through the Ratings Evaluation Service and Ratings Assessment Service process.
We expect to complete the spin-off in approximately 12 months, subject to, among other things, finalizing the transaction structure, approval by the Arizona Corporation Commission, the receipt of a favorable Internal Revenue Service private letter ruling relating to the tax-free nature of the transaction, the effectiveness of a registration statement that will be filed with the U.S. Securities and Exchange Commission, and final approval by Southwest Gas's board of directors. I'll now turn it back to Karen to walk through the positioning of each company.
Thanks, Rob. Turning to slide seven. With the completion of these transactions, we are creating two growth-oriented leaders. Southwest Gas will return to its core foundation as a fully regulated natural gas utility with an optimized balance sheet that will enable continued investment in safety, customer service, and infrastructure, and a stable and competitive dividend policy. Southwest Gas will be primarily focused on providing reliable, sustainable, and affordable energy across Arizona, Nevada, and California. To its more than 2.2 million utility customers. We also have an authorized rate base of $4.2 billion with a 5%-7% five-year rate base compounded annual growth rate that is fully decoupled across jurisdictions and driven by continued significant population growth and strong demand across our service territories. Following the pending Arizona rate case, we anticipate authorized rate base of nearly $4.9 billion.
Ultimately, as a more focused company, we will be better positioned to deliver consistent risk-adjusted total returns and a strong commitment to maintaining investment-grade credit ratings. Furthermore, we will have improved capital allocation opportunities and strategic flexibility to lead the energy transition by developing RNG, hydrogen, and sustainable solutions. Centuri will be a leading infrastructure services platform as a standalone company. Centuri is a leading player in its industry with a strong track record of profitable growth, increasing revenue over 70% in the last five years. In 2022, Centuri is expected to generate revenues of approximately $2.6 billion-$2.7 billion and has highly recurring revenue and growing cash flow. Over the years, we have built Centuri into an innovative, high-growth utility infrastructure services leader in the U.S. and Canada, and the team continues to excel.
We are confident in Centuri's continued success due to an attractive, long-tenured blue-chip customer base and poised for additional growth in the 5G Datacom build-out, offshore wind, and other renewable energy transition programs. Turning to slide eight. I want to reiterate that the board and leadership team believe this is the optimal path forward to unlock value for our stockholders. As two independent and focused public companies, Southwest Gas and Centuri will offer enhanced transparency through more direct comparability to industry peers. Ultimately, we see this as offering stronger stockholder alignment over the long term, presenting more targeted investment opportunities. Each company will also offer investors exposure to compelling financial profiles that more accurately reflect the strengths and opportunities of each business. As a result, we expect Southwest Gas and Centuri to have more effective capital allocation programs and be able to secure efficient financing.
Importantly, Centuri has already been operating using a standalone business model, meaning we are not anticipating material changes to our operations, cost structure, or any dyssynergies as a result of this separation. Turning to slide nine. I want to take a moment to speak about Centuri's business platform and leadership. We originally acquired Centuri for $25 million. Since then, our board, management team, and employees have built Centuri into the significant business that it is today. Centuri's platform is diversified across U.S. and Canada and across gas and electric service offerings with a business mix that is attractive and exposed to growing areas like electrification. In addition, Centuri has a commitment to optimizing its capital structure with multiple paths available to reach its targeted post-spin capital structure. We are confident that today Centuri has the resources, capabilities, and business structure to operate independently and capture future growth opportunities.
Building on that point, we think Centuri is well-positioned to succeed with its experienced leadership team, scale, and proven business model. A couple of key points to take away from this slide, in addition to what we've shared so far. We see strong tailwinds across utility end markets that support long-term growth. As those tailwinds take hold, Centuri will further grow by leveraging its comprehensive capabilities that span the entire utility value chain. Centuri's blue-chip customer base and recurring revenue profile is underpinned by long-term MSAs and low-risk contracts. Centuri's capital structure will provide enhanced flexibility, and we have a strong and highly engaged management team averaging 20+ years of experience in the utility infrastructure services market. At the end of the day, Centuri is expected to provide attractive returns to stockholders, thanks to strong cash flows, an optimized capital structure, and promising business prospects.
On slide 10, you can see how Southwest Gas will be resetting its business mix to transition into a fully regulated utility. 100% of our earnings following the sale of MountainWest and spin of Centuri will come from utility operations. Other elements of our attractive profile will include a de-risked business mix and asset portfolio, fully regulated and stable cash flows, and the ability to efficiently deploy capital with our investment-grade balance sheet. Of note, we believe the balance sheet will be further strengthened over time as purchased gas adjustment-related balances unwind. Looking ahead, the Southwest Gas team has a clear strategic focus on optimizing utility operations and its capital plan.
Earlier this year, we initiated a multi-step utility evaluation process focused on optimizing utility performance and delivering value to all stakeholders. The process roadmaps budget and cost management initiatives that will help us identify cost savings and efficiency opportunities to support the tremendous growth we have across our service territory, help pass on savings to our customers, improve ROEs, and result in positive returns for our stockholders. I'm also pleased to share that I am chairing Nevada Governor-elect Joe Lombardo's Working Committee on Energy Policy. One thing that does remain unchanged is our unyielding commitment to safety and reliability. To summarize on slide 11 before we open it up for questions, we believe this path forward will optimize value for our stockholders.
Southwest Gas's next chapter will be as a fully regulated natural gas utility, primed for continued success due to stable rate-based growth, driven by strong regional demand dynamics and our optimization plan. Centuri will be a pure-play utility infrastructure service platform positioned in attractive end markets and with the resources and scale to deliver value for stockholders. Finally, Williams will acquire MountainWest, and the net proceeds from the sale will be used to repay existing debt and yield tax efficiencies, ensuring we are able to create two independent leading companies with optimized balance sheets going forward. I hope you all can see that we are enthusiastic about Southwest Gas's direction and the value we'll provide to our stockholders, customers, communities, and employees. With that, I want to turn it back over to the operator to open the call for questions.
Thank you. We will now begin the question-and-answer session. To ask a question, you may press star then one on your telephone keypad. If you're using a speakerphone, please pick up your handset before pressing the keys. To withdraw your question, please press star then two. At this time, we'll pause momentarily to assemble our roster. Our first question today will come from Chris Ellinghaus with Siebert Williams Shank. Please go ahead.
Hey, everybody, and welcome, Rob. Have you got any estimates for what the costs of the two transactions might be for 2023?
Thanks, Chris. We'll have guidance on the total cost of the transactions in the, in our annual release. Right now, obviously, we're working through the plans around filing HSR on the MountainWest transaction, obviously continuing to integrate MountainWest as we look to get off the Dominion TSA here at the end of the end of the year. We'll have an update in the March release.
Okay. You got any thoughts on, you know, dividend policy for the standalone Southwest Gas?
Sure. Thanks for that question. While we won't be setting dividend guidance on today's call, we would like to provide some reference points. First, I would highlight that the company has paid a dividend every year since 1956, and we have increased our dividend every year since 2007. Secondly, Southwest Gas is committed to paying a stable and competitive dividend. Thirdly, our focus near term will be on closing our announced strategic transactions while also optimizing our balance sheet consistent with our commitment to an investment-grade credit rating. We are not modifying our dividend policy at this time, and we'll provide further guidance at a future date.
Okay. the tax benefit, can you give us any kind of sense of when you expect that recapture?
Sure. You know, obviously, a lot will depend on the PGA, but we're expecting to be able to utilize that over the next two to three years.
Okay. finally, are you anticipating for the spin, just maintaining existing Centuri management?
This is Karen. At this point, we have not announced or planned any changes in Centuri management. We feel we have a very strong team there that's led us to this point where we're able to separate. We believe that that management team will lead the way.
Okay. Thank you for the call. I appreciate it.
Thanks, Chris.
Our next question will come from Ryan Levine with Citi. Please go ahead.
Good morning. In terms of next steps for the Centuri spin, are you planning any when-issued securities or any more granularity you're able to provide around the timing of the potential spin?
Hi, Ryan. This is Rob. Just with respect to next steps and timing, just first like to bifurcate the response in kind of procedural steps. In the first quarter, we'll be looking to make a filing with the Arizona Corporation Commission, which will be required under the spin just given the original holding of that business. You know, secondly, we'll be filing that IRS public letter ruling to get a ruling on the tax-free nature of the spin. Procedurally, we'll be working through that. You know, we would expect early in the second quarter to be in a position with our registration statement.
Just with respect to, you know, capitalization of Centuri in the pro forma new co-structure, we'll be looking at a variety of options, which could take the form of, you know, a stake sale. It could take the form of Southwest Gas Holdings equity or debt issuance in order to de-lever the Centuri balance sheet. In all, we expect to go through a Ratings Evaluation Service, Ratings Assessment Service as part of the evaluation of the new co-credit structure.
Appreciate the color. In terms of MountainWest synergies or potential dis-synergies with this transaction, you highlighted the TSA expiring at the end of the year. Was there any other adjustments to the consolidated SWX outlook that we should be mindful of?
No, I don't think that there's any synergies or dis-synergies that you should be aware of with the MountainWest. We've really been moving to stand MountainWest up as a separate entity. We do not expect any impacts from that.
Okay. Lastly, in terms of this, the remain co in terms of the utility, can you remind us on what the longer term rate base you're currently viewing the longer term rate base growth opportunity there? Are you gonna be providing pro forma EPS guidance growth rates?
Hi, Ryan, this is Rob. You know, on today's call, we won't be providing updated guidance from what you saw in the last quarterly release. You know, I think we continue to pursue and expect 5%-7%, you know, rate base CAGR over the next five years, and the five-year capital plan in that $2.5 billion-$3.5 billion range.
Appreciate it. Thank you.
Our next question will come from Richard Sunderland with JP Morgan. Please go ahead.
Hi, good morning. Circling back to the Centuri capitalization question earlier, when do you expect to provide details on the capital structure going forward or the target capital structure?
Yes. Thanks, Richard. It's Rob. You know, I think as we construct the registration filing, we will go to the RES RAS process and look to work, you know, through scenarios of that pro forma capital structure and determine kind of the most efficient debt level. I think, you know, relative to the peer group, we recognize that we need to do some work around the pro forma leverage.
To be clear, that would be by early 2Q, you would have some public announcement on that front. Is that, is that right in terms of timing?
Yeah. From a timing perspective, you know, obviously we're gonna, you know, initiate the process in the first quarter with the regulatory filings with Arizona and the IRS. We'll look to over the course of 2Q. Won't pin down an exact kind of timeframe within that, but we'll look to access the agencies, you know, around the Centuri specific cap structure on the go forward.
Understood. In terms of that review with the agencies, what are the guiding metrics that they're looking at on the construction side? You know, any sense on what the peer targets are?
You know, certainly they're looking at, you know, the debt to EBITDA levels. You know, I think we're at Centuri in the 4x range.
Five and a half.
5.5. You know, we'll expect that to, you know, come down closer to the peer median.
Understood. On the dividend side, I realize the dividend policy isn't changing, but do the construction peers pay a dividend and would you expect the SpinCo to pay a dividend?
We're not gonna set any kind of dividend policy at this time. You know, we'll look at that in the context of the work around the cap structure and registration.
Okay, understood. Then one final one from me. The ACC review here, what are the standards of that review? Does that review touch anything on the capital structure on the SWX side? Any guardrails there would be helpful.
I'm sorry, which review was that you were re-referring to?
ACC.
Oh.
The Arizona review.
Yeah, no, we don't expect any major issues with the ACC approval on this in moving forward. We'll put a filing in place in the first quarter.
Great. Thank you very much for the time today.
Thanks, Richard.
Thanks.
Once again, ladies and gentlemen, if you would like to ask a question, please press star one. Our next question will come from Tim Winter with Gabelli Funds. Please go ahead.
Congratulations, thanks for taking my question. I wanna just push a little further on the debt allocation. On the third quarter deck, you have a nice breakdown, which includes Centuri at about $1.2 billion and the holding company at about $1.3 billion. Has there been any changes, material changes to that, to the debt since the call? Is that what we should assume going forward, that $1.1 billion is used to pay down the hold co, leaving roughly $200 million?
Yeah. The assumption is, you know, obviously upon close of the MountainWest transaction, that we would take in approximately $1.1 billion of cash proceeds that would be used to take down the term loan, which sits at nearly the same amount. The only changes, I think, from the third quarter, relate largely to the bond issuance that we did down at Southwest Gas. We issued $300 million of five-year notes.
Okay. Okay, thank you. Just to further clarify on your earlier comments, you guys would be considering an equity offering to recapitalize Centuri, should the rating agencies push you in that direction?
You know, I think, you know, we will take a look at a number of potential options to recapitalize the Centuri balance sheet, and that could take a number of forms. I just would like to highlight, you know, that we'll look at potential for hold co-equity issuance or a hold co-debt issuance. We could look at converts. We could look also at a stake sale of Centuri prior to a spin, and we could also look at a sponsored spin. You know, we're moving forward with a spin of Centuri.
Okay, great. Thank you so much.
Thanks, Tim.
Our next question will come from Sunil Sibal with Seaport Global. Go ahead.
Yes. Hi, good morning, folks. Congratulations on this announcement. A couple of things I wanted to clarify. I realized that on the MountainWest, you were looking at strategic options, but I was curious, do you run an auction process on this, or how did the, you know, deal's final dynamics came around?
Just with respect to the process, you know, after carefully evaluating all available alternatives, the board's confident in simplifying our corporate structure and in selling MountainWest.
In terms of the remaining company, you know, SWX and gas utility, I was curious if there are any discussions with the rating agencies on that. How should we think about, you know, that going forward?
Yeah, that's a great question. You know, we anticipate going through a RAS-RES process for Holdings in early next year, likely in the February timeframe, in advance of the March release. That'll help us. Obviously, we have a view on both ends of cap structure pro forma for the transactions, but that will be informative to our view going forward and sizing any capital markets issuance.
Okay, got it. Thanks.
Thank you, Sunil.
This will conclude our question and answers portion of today's conference. I would like to turn the conference back over to Thomas Moran for any closing remarks.
Thank you all for joining us today. This concludes our conference call. We appreciate your interest in Southwest Gas Holdings. Have a good day.
Ladies and gentlemen, the conference is now concluded. Thank you for attending today's presentation. You may now disconnect your lines.