Are there any lockāup or registration rights agreements that could influence future share sales?
Short answer:
The press release you quoted does not contain any specific language about lockāup periods or registrationārights agreements that would affect later sales of the Centuri shares being offered. Consequently, from the information publicly disclosed in the announcement, we cannot identify any such covenants.
Why the answer is limited to āno explicit mentionā
Element in the release | What the release says | Interpretation |
---|---|---|
Nature of the transaction | āunderwritten secondary public offering of Centuri Holdings, Inc. common stockā | Announces the start of an offering, but does not detail the underwriting agreement. |
Participants | Southwest Gas Holdings (the āCompanyā) and Centuri (the āIssuerā) | Indicates the seller (Centuri) and the underwriters, but no shareholderālevel terms are disclosed. |
Legal/Regulatory filings | The release typically points investors to the prospectus/SEC filing for the full terms. | The pressārelease summary intentionally omits the fineāprint (lockāup, registration rights, etc.). |
Lockāup or registration rights language | Absent | No clause, no reference to any ālockāup period,ā āregistration rights agreement,ā or āsales restriction.ā |
Press releases of this type normally give a highālevel overview and direct readers to the filing (e.g., the Sā1 Registration Statement, prospectus supplement, or Form 8āK) for the exact contractual terms. Since the excerpt you provided does not include those details, we cannot confirm the existenceāor the absenceāof any lockāup or registrationārights provisions.
What lockāup and registrationārights provisions usually look like in a secondary offering
Provision | Typical purpose | Typical duration / effect | How it could affect future sales |
---|---|---|---|
Lockāup agreement | Prevents insiders or large shareholders from selling additional shares for a set period after the offering. | 30ā180āÆdays (sometimes longer) after the closing date. | Limits the supply of shares in the market, potentially supporting price stability; sellers must wait until the lockāup expires before dumping more shares. |
Registration rights agreement | Gives the selling shareholders the right (or sometimes the obligation) to have any future sales of their shares registered with the SEC. | May require the issuer to file a registration statement within a specified number of days after a āsales noticeā is given. | Allows the shareholder to sell additional shares in the future, but often involves a āpigāgyābackā right for the underwriters and may include ācoāsaleā or āstandābyā obligations. |
Pigāgyāback (or ācoāsaleā) rights | Lets the underwriters sell a portion of any future blockātrade by the selling shareholder. | Usually triggered whenever the shareholder sells more than a certain amount (e.g., >5āÆ% of the float). | Provides the underwriters a chance to participate in future sales, potentially diluting the market impact for the original seller. |
Standāby underwriting | Underwriters agree to purchase any unsold portion of the registration statement. | Often tied to a āfullāratchetā or āpriceāadjustmentā clause. | Gives the seller confidence that the offering can be completed, but may affect the pricing of any subsequent sales. |
Impact on future share sales:
- If a lockāup exists, the selling shareholder (Centuri, its insiders, or any large investors) would be prohibited from disposing of additional shares until the lockāup expires. That could delay or stagger future market liquidity.
- If registrationārights are in place, the shareholder can later register and sell additional shares, but must follow the timing and procedural requirements spelled out in the agreement (notice periods, filing deadlines, etc.). The underwriters typically receive āpigāgyābackā rights, meaning they may be entitled to a portion of any subsequent sales, which can affect the net proceeds the shareholder receives.
How to verify whether such agreements exist for this offering
Read the Sā1 Registration Statement / Prospectus Supplement
- The filing (available on the SECās EDGAR system) will include a section titled āLockāup Agreementsā or āRegistration Rights Agreement.ā
- Look for tables that list each selling shareholder, the number of shares they are selling, and any lockāup periods that apply.
- The filing (available on the SECās EDGAR system) will include a section titled āLockāup Agreementsā or āRegistration Rights Agreement.ā
Check the Underwriting Agreement (often attached as an Exhibit)
- The agreement between Centuri (or Southwest Gas Holdings) and the underwriters (e.g., Goldman Sachs, Morgan Stanley) will spell out any lockāup covenants, pigāgyāback rights, and registrationārights provisions.
Review Any Form 8āK or 6āK Filings
- Companies sometimes file a separate 8āK to disclose the execution of lockāup or registrationārights agreements after the initial press release.
Contact Investor Relations
- The press release provides a contact point. Investor relations can confirm whether any lockāup or registrationārights terms are applicable and, if so, their duration.
Bottomāline answer for the asked question
- Based on the press release you provided, there is no mention of lockāup periods or registrationārights agreements.
- Therefore, we cannot state from this information alone that any such agreements exist that would influence future share sales.
- To determine definitively whether any lockāup or registrationārights provisions apply, you should examine the official SEC offering documents (Sā1, prospectus supplement, underwriting agreement) or request clarification from Centuriās investorārelations team.
If you retrieve those filings and see, for example, a 90āday lockāup for certain insiders, that would directly affect when those shareholders could sell additional shares. Likewise, a registrationārights clause would give those shareholders the ability (and the associated procedural steps) to register future sales. Until those documents are reviewed, the existence and impact of such covenants remain unknown.