SOUTHWEST GAS CORPORATION (NYSE:SWX) Files An 8-K Entry into a Material Definitive Agreement

Item1.01. Entry into a Material Definitive Agreement.

On January1, 2017, SWG Holdings implemented a holding company
reorganization to a Plan of Reorganization (the Plan of
Reorganization), dated as of December28, 2016, by and among
SWG Holdings, the Company, Southwest Reorganization Co., a
California corporation and a wholly owned subsidiary of SWG
Holdings (Merger Sub) and Southwest Gas Utility Group,
Inc., a California corporation and a wholly owned subsidiary of
SWG Holdings (Utility Group), which resulted in SWG
Holdings owning all of the outstanding capital stock of the
Company. to the Plan of Reorganization, and the related Agreement
and Plan of Merger, dated December28, 2016, by and among SWG
Holdings, the Company and Merger Sub (the Merger Agreement),
effective January1,2017, Merger Sub, a direct, wholly owned
subsidiary of SWG Holdings and an indirect, wholly owned
subsidiary of the Company, merged with and into the Company, with
the Company surviving as a direct, wholly owned subsidiary of SWG
Holdings (the Merger). Each share of common stock of the
Company, par value $1.00 pershare (Company Common Stock),
issued and outstanding immediately prior to the Merger
automatically converted into an equivalent corresponding share of
common stock of SWG Holdings, par value $1.00 pershare (SWG
Holdings Common Stock). Accordingly, upon consummation of the
Merger, the Companys shareholders immediately prior to the
consummation of the Merger became shareholders of SWG Holdings.
The shareholders of the Company will not recognize gain or loss
for U.S. federal income tax purposes upon conversion of their
shares in the Merger.

The Merger was conducted to Section1201(b) of the California
Corporations Code, under which the Plan of Reorganization and the
Merger Agreement were not required to be approved by the
shareholders of the Company. Each share of SWG Holdings Common
Stock will have the same designations, rights, powers and
preferences and the same qualifications, limitations and
restrictions as shares of Company Common Stock prior to the
Reorganization. SWG Holdings directors and executive officers are
the same as the directors and executive officers of the Company
immediately prior to the consummation of the Merger. Immediately
after the consummation of the Merger, SWG Holdings has, on a
consolidated basis, the same assets, businesses and operations as
the Company had immediately prior to the consummation of the
Merger.

The conversion of shares in the Merger occurred automatically
without an exchange of stock certificates. After the Merger,
stock certificates that previously represented shares of Company
Common Stock now represent the same number of shares of SWG
Holdings Common Stock. Following the consummation of the Merger,
shares of SWG Holdings Common Stock continue to trade on the New
York Stock Exchange (NYSE) on an uninterrupted basis under
the symbol SWX and with the same CUSIP number (#844895102).

As a component of the Reorganization, on January3, 2017, to the
Plan of Reorganization, the Company converted into a California
limited liability company, Southwest Gas, LLC, with SWG

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Holdings as its sole member and managing member, and immediately
thereafter distributed all of the issued and outstanding capital
stock of its subsidiary, Carson Water Company, a Nevada
corporation that holds Southwests construction segment (Carson
Water), to SWG Holdings. Carson Water owns Southwests 96.6%
interest in Centuri Construction Group Inc., afull-service
natural gas piping contractor that provides industrial
construction services through a family of businesses, and isthe
subsidiary through which Southwest operates its construction
services segment. As a result of the distribution, Carson Water
became a direct, wholly owned subsidiary of SWG Holdings, and the
Company no longer holds the assets related to Southwests
construction segment. Following this distribution, in accordance
with the Plan of Reorganization, SWG Holdings immediately
contributed its membership interests in Southwest Gas, LLC to
Utility Group, thereby establishing Utility Group as the sole
member and managing member of Southwest Gas, LLC, an indirect,
wholly owned subsidiary of SWG Holdings. Finally, Southwest Gas,
LLC has filed a statement of conversion back into a corporation
under its original name, Southwest Gas Corporation (all the
foregoing transactions, collectively the Segment
Restructuring).

In connection with the Merger, SWG Holdings assumed the Companys
obligation to issue securities under the Management Incentive
Plan and the 2006 Restricted Stock/Unit Plan, in each case
together with all related notices and agreements, and in each
case as amended from time to time (each, an Assumed Plan
and, collectively, the Assumed Plans). Accordingly, SWG
Holdings became a sponsor of the Assumed Plans, and each award
under an Assumed Plan outstanding immediately prior to the Merger
that was eligible to be paid or settled in Company Common Stock
will, to the extent such award meets all the applicable
requirements for payment or settlement under the applicable
Assumed Plan, instead be paid or settled, as applicable, in SWG
Holdings Common Stock, and, with respect to each such award, all
references to Company in the applicable Assumed Plan, and in any
agreement evidencing such award, if any, will refer to SWG
Holdings. In addition, the same number of shares of SWG Holdings
Common Stock has been reserved for purposes of the Assumed Plans
and is equal to the number of shares of Company Common Stock
reserved as of the Merger. In addition, in connection with the
Reorganization, shares of the Company held and issuable under the
Companys Employees Investment Plan (the Employees Investment
Plan) automatically converted into shares of SWG Holdings,
and SWG Holdings is becoming a party to the Change in Control
Agreements between the Company and each of the officers of the
Company who is a party to such an agreement as of the effective
time of the Merger (each, a Change in Control Agreement
and, collectively, the Change in Control Agreements).
Named executive officers and other officers participate in the
Assumed Plans and the Change in Control Agreements. In accordance
with Rule414 under the Securities Act, SWG Holdings will file
post-effective amendments to the related registration statements
on FormS-8 of the Company (File Nos. 333-200835, 333-185354,
333-168731, 333-155581, 333-215145 and 333-215150) (collectively,
the FormS-8 Registration Statements) to adopt the FormS-8
Registration Statements to Rule414.

The foregoing description of the Plan of Reorganization, the
Merger Agreement, the Management Incentive Plan, the 2006
Restricted Stock/Unit Plan, the Employees Investment Plan and the
Change in Control Agreements does not purport to be complete and
is qualified in its entirety by reference to the full text of the
foregoing documents, which are filed as Exhibit2.1, Exhibit2.2,
Exhibit10.1, Exhibit10.2, Exhibit10.3 and Exhibit10.4 (form of),
respectively, and incorporated by reference herein.

Item2.01. Completion of Acquisition or Disposition of
Assets.

The information included in Item1.01 of this Current Report on
Form8-K is incorporated herein by reference. As previously noted,
in connection with the Segment Restructuring, the Company has
disposed of its subsidiary, Carson Water, and its associated
construction segment.

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Item3.01. Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of Listing

On January3, 2017, shares of SWG Holdings Common Stock commenced
trading on the NYSE under the symbol SWX. The Company also
requested that the NYSE file with the U.S. Securities and
Exchange Commission (the SEC) a notification on Form25 to
remove the Company Common Stock from listing on the NYSE and from
registration under Section12(b) of the Exchange Act. In addition,
the Company filed with the SEC a certificate on Form15 requesting
that the Companys reporting obligations under Section15(d) of the
Exchange Act be suspended (except to the extent of the succession
of New SWG to the Exchange Act Section12(b) registration and
ongoing reporting obligations of the Company with respect to
other registered securities of the Company).

Item3.03. Material Modification of Rights of
Securityholders

The information included in Item1.01 of this Current Report on
Form8-K is incorporated herein by reference.

As previously noted, upon consummation of the Merger, each share
of Company Common Stock issued and outstanding immediately prior
to the Merger automatically converted into an equivalent
corresponding share of SWG Holdings Common Stock having the same
designations, rights, powers and preferences and the same
qualifications, limitations and restrictions as the corresponding
share of Company Common Stock that was converted.

Item5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

The information included in Item1.01 of this Current Report on
Form8-K is incorporated herein by reference.

In addition, in connection with the Reorganization, the Company
amended the Assumed Plans, the Change in Control Agreements, the
Supplemental Executive Retirement Plan (amended and restated
effective January1, 2005), the Executive Deferral Plan (effective
January1, 2005, and amended and restated effective March1, 2008),
the Executive Deferral Plan (effective March1, 1986, and amended
and restated effective January1, 2009), and the Amended and
Restated Trust Agreement with Wachovia Bank, National Association
(each, a Compensatory Arrangement and, collectively, the
Compensatory Arrangements), to clarify that any
transaction immediately after which more than fifty percent
(50%)of the outstanding voting securities of the Company (or the
surviving or resulting entity immediately after such transaction)
is, or will be, owned, directly or indirectly, by shareholders of
the Company or an affiliate of the Company who own, directly or
indirectly, more than fifty percent (50%)of the outstanding
voting securities of the Company, determined immediately before
such transaction, will not constitute a Change in Control or term
of like import. The Company also amended, in connection with the
Reorganization, the Compensatory Arrangements (other than the
Assumed Plans) to provide that the definition of Change in
Control under the Compensatory Arrangements (other than the
Assumed Plans) will, in addition to the enumerated events
involving the Company, the Company Common Stock or the Board,
include such events with respect to SWG Holdings. In addition, in
connection with the Reorganization, the Company amended the
Assumed Plans to provide that, following the assumption of the
applicable Assumed Plan by SWG Holdings in the Merger, with
respect to each award thereunder, any transaction (a)involving a
subsidiary of SWG Holdings, (b)to which the holder of such award
is then providing services, and (c)immediately after which the
shareholders of SWG Holdings who own, directly or indirectly,
more than fifty percent (50%)of the outstanding voting securities
of SWG Holdings, determined immediately prior to such
transaction, do not own, directly or indirectly, more than fifty

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percent (50%)of the outstanding voting securities of such
subsidiary (or the surviving or resulting entity immediately
after such transaction), will constitute a Change in Control
Event. Named executive officers and other officers participate in
the Compensatory Arrangements. With respect to each Change in
Control Agreement and the Amended and Restated Trust Agreement
with Wachovia Bank, National Association (the Rabbi
Trust), the foregoing amendments are subject to, and
effective upon, agreement to such amendments by the service
provider party to such Change in Control Agreement and the
Trustee party to the Rabbi Trust, as applicable.

Item8.01. Other Events.

On January3, 2017, SWG Holdings and the Company issued a press
release relating to the completion of the Reorganization. A copy
of the press release is attached hereto as Exhibit99.1 and
incorporated herein by reference.

Item9.01. Financial Statements and Exhibits.

Unaudited pro forma financial information of Southwest Gas
Corporation to give effect to the Reorganization is included in
Exhibit99.2 attached hereto and is incorporated herein by
reference.

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SOUTHWEST GAS CORPORATION (NYSE:SWX) Recent Trading Information

SOUTHWEST GAS CORPORATION (NYSE:SWX) closed its last trading session down -0.22 at 78.22 with 353,813 shares trading hands.