SEC Comment Letter 0000000000-24-003627 to Centuri Holdings, Inc. (CTRI)
Centuri Holdings, Inc.
Date: April 4, 2024 · CIK: 0001981599 · Accession: 0000000000-24-003627
AI Filing Summary & Sentiment
File numbers found in text: 333-278178
Letter
United States securities and exchange commission logo April 4, 2024 William Fehrman Chief Executive Officer Centuri Holdings, Inc. 19820 North 7th Avenue, Suite 120 Phoenix, AZ 85027 Re:Centuri Holdings, Inc. Registration Statement on Form S-1 Filed March 22, 2024 File No. 333-278178 Dear William Fehrman: We have reviewed your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our March 21, 2024 letter. Registration Statement on Form S-1 Conflicts of Interest; Corporate Opportunities, page 172 1.Please revise to disclose all material terms of Article VIII of your amended and restated certificate of incorporation. For example, we note provisions set forth in Exhibit 3.1 regarding certain agreements and transactions permitted and fiduciary duties. We also note your disclosure regarding the provision regarding corporate opportunities for so long as Southwest Gas Holdings owns at least 15% of the total voting power of your outstanding shares. However, we note that Section 8.4 refers to ownership of more than 10% of the total voting power of your outstanding shares.
FirstName LastNameWilliam Fehrman Comapany NameCenturi Holdings, Inc. April 4, 2024 Page 2 FirstName LastName William Fehrman Centuri Holdings, Inc. April 4, 2024 Page 2 General 2.We note your disclosure on page 60 that the exclusive forum provision in your amended and restated certificate of incorporation does not apply to actions arising under the Exchange Act or the rules and regulations thereunder. Please also ensure that the exclusive forum provision in your amended and restated certificate of incorporation states this clearly, or tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the the Exchange Act. Please contact Brian McAllister at 202-551-3341 or Craig Arakawa at 202-551-3650 if you have questions regarding comments on the financial statements and related matters. Please contact Michael Purcell at 202-551-5351 or Laura Nicholson at 202-551-3584 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: John Hensley
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United States securities and exchange commission logo
April 4, 2024
William Fehrman
Chief Executive Officer
Centuri Holdings, Inc.
19820 North 7th Avenue, Suite 120
Phoenix, AZ 85027
Re:Centuri Holdings, Inc.
Registration Statement on Form S-1
Filed March 22, 2024
File No. 333-278178
Dear William Fehrman:
We have reviewed your registration statement and have the following comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our March 21, 2024 letter.
Registration Statement on Form S-1
Conflicts of Interest; Corporate Opportunities, page 172
1.Please revise to disclose all material terms of Article VIII of your amended and restated
certificate of incorporation. For example, we note provisions set forth in Exhibit 3.1
regarding certain agreements and transactions permitted and fiduciary duties. We also
note your disclosure regarding the provision regarding corporate opportunities for so long
as Southwest Gas Holdings owns at least 15% of the total voting power of your
outstanding shares. However, we note that Section 8.4 refers to ownership of more than
10% of the total voting power of your outstanding shares.
FirstName LastNameWilliam Fehrman
Comapany NameCenturi Holdings, Inc.
April 4, 2024 Page 2
FirstName LastName
William Fehrman
Centuri Holdings, Inc.
April 4, 2024
Page 2
General
2.We note your disclosure on page 60 that the exclusive forum provision in your amended
and restated certificate of incorporation does not apply to actions arising under the
Exchange Act or the rules and regulations thereunder. Please also ensure that the
exclusive forum provision in your amended and restated certificate of incorporation states
this clearly, or tell us how you will inform investors in future filings that the provision
does not apply to any actions arising under the the Exchange Act.
Please contact Brian McAllister at 202-551-3341 or Craig Arakawa at 202-551-3650 if
you have questions regarding comments on the financial statements and related matters. Please
contact Michael Purcell at 202-551-5351 or Laura Nicholson at 202-551-3584 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: John Hensley