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 Document CENTURI HOLDINGS, INC. 19820 North 7th Avenue, Suite 120 Phoenix, Arizona 85027 May 19, 2025 VIA EDGAR Kevin Dougherty Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Centuri Holdings, Inc. Registration Statement on Form S-3 (File No. 333-287200) Dear Mr. Dougherty: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Centuri Holdings, Inc. (the “Company”) hereby requests acceleration of effectiveness of its registration statement on Form S-3 (File No. 333-287200) to 4:05 p.m. (New York City time), on May 20, 2025, or as soon as practicable thereafter. The Company requests that it be notified of such effectiveness by a telephone call to R. John Hensley, the Company’s counsel at Morrison & Foerster LLP, by phone at (512) 617-0661. Very truly yours, Centuri Holdings, Inc. By: /s/ Gregory A. Izenstark Name: Gregory A. Izenstark Title: Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 19, 2025

Christian I. Brown
Chief Executive Officer and Director
Centuri Holdings, Inc.
19820 North 7th Avenue, Suite 120
Phoenix, Arizona 85027

 Re: Centuri Holdings, Inc.
 Registration Statement on Form S-3
 Filed May 12, 2025
 File No. 333-287200
Dear Christian I. Brown:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Kevin Dougherty at 202-551-3271 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: John Hensley
</TEXT>
</DOCUMENT>

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 April 15, 2024

VIA EDGAR

Brian McAllister

 Craig Arakawa

Michael Purcell

 Laura Nicholson

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington D.C. 20549

Re:

Centuri Holdings, Inc.

Acceleration Request for Centuri Holdings, Inc. Group, Inc.

Registration Statement on Form S-1

File No. 333-278178

 Ladies and Gentlemen:

We refer to the registration statement on Form S-1 (File
No. 333-278178) (as amended, the “Registration Statement”), of Centuri Holdings, Inc. (the “Company”), relating to the registration of the Company’s common stock, par value $0.01
per share.

 In accordance with Rules 460 and 461 under the Securities Act of 1933, as amended, (the “Act”) we, as
representatives of the several underwriters (the “Underwriters”), hereby respectfully request that the effectiveness of the Registration Statement be accelerated so that it may become effective at 4:00 P.M. (Eastern time) on April 17,
2024, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that we will take reasonable steps
to secure adequate distribution of the preliminary prospectus to underwriters, dealers, institutions and others prior to the requested effective time of the Registration Statement.

We, the undersigned, as representatives of the several Underwriters, have complied and will comply, and we have been informed by the
participating Underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

Very truly yours,

UBS SECURITIES LLC

BOFA SECURITIES, INC.

J.P. MORGAN SECURITIES LLC

As representatives of the several underwriters

UBS SECURITIES LLC

By:

 /s/ Billy McArthur

Name:

Billy McArthur

Title:

Managing Director

By:

 /s/ Tyler Nash

Name:

Tyler Nash

Title:

Director

BOFA SECURITIES, INC.

By:

 /s/ Christine MacDonald

Name:

Christine MacDonald

Title:

Managing Director

J.P. MORGAN SECURITIES LLC

By:

 /s/ Lucy Brash

Name:

Lucy Brash

Title:

Executive Director

 [Signature Page to Acceleration Request]

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 CENTURI HOLDINGS, INC.

19820 North 7th Avenue, Suite 120

Phoenix, Arizona 85027

 April 15, 2024

VIA EDGAR

 Division of Corporation Finance

Office of Energy & Transportation

 U.S. Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549

 Attention: Brian McAllister, Craig Arakawa, Michael Purcell and Laura Nicholson

Re:
 Centuri Holdings, Inc.

Registration Statement on Form S-1

File No. 333-278178

Ladies and Gentlemen,

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended (the “Securities Act”), Centuri Holdings, Inc. (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that the Registration
Statement, as then amended, will become effective under the Securities Act at 4:00 p.m. (New York City time) on April 17, 2024 or as soon thereafter as practicable or at such later time as the Company or its counsel may orally request via
telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission. In this regard, the Company is aware of its obligations under the Securities Act.

If you require any additional information with respect to this letter, please contact R. John Hensley of Morrison & Foerster LLP by phone at (512) 617-0661. The Company hereby authorizes Mr. Hensley to orally modify or withdraw this request for acceleration.

Very truly yours,

Centuri Holdings, Inc.

By:

/s/ Gregory A. Izenstark

Name:

Gregory A. Izenstark

Title:

Chief Financial Officer

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 2100 L STREET, NW
SUITE 900
WASHINGTON
DC 20037

 TELEPHONE: 202.887.1500

FACSIMILE: 202.887.0763

WWW.MOFO.COM

 MORRISON & FOERSTER
LLP

 AUSTIN, BEIJING,
BERLIN, BOSTON,

 BRUSSELS, DENVER, HONG KONG,

LONDON, LOS ANGELES, MIAMI,
NEW YORK, PALO ALTO, SAN DIEGO,
SAN
FRANCISCO, SHANGHAI, SINGAPORE,

 TOKYO, WASHINGTON,
D.C.

 April 8, 2024

 VIA
EDGAR

 U.S. Securities and Exchange Commission

 Division
of Corporation Finance

 Office of Energy & Transportation

100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Centuri Holdings, Inc.

Registration Statement on Form S-1

Submitted March 22, 2024

File No. 333-278178

To Whom It May Concern:

 On behalf of our client, Centuri
Holdings, Inc. (the “Registrant”), we submit this response to comments from the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the
“Commission”) set forth in the Staff’s comment letter, April 4, 2024, related to the Registrant’s Registration Statement on Form S-1 (File
No. 333-278178) (the “Form S-1”), which was filed with the Commission on March 22, 2024.

For your convenience, the Staff’s comments have been reproduced in bold and italics herein with the Registrant’s response immediately following each
comment. The below responses are also reflected in Amendment No. 1 to the Form S-1 (the “Amended Form S-1”), which the Registrant is
concurrently filing together with this response letter. In addition, we are also delivering a copy of the Amended Form S-1 to the Staff marked to show changes from the Form
S-1 to the Amended Form S-1. Unless otherwise indicated, page references in the Staff’s comments and headings below refer to the Form
S-1, the Registrant’s responses below refer to the Amended Form S-1 and capitalized terms have the same meaning as contained in the Amended Form S-1.

 U.S. Securities and Exchange Commission

April 8, 2024

 Page Two

 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.

 Response: The Registrant respectfully advises the Staff that it has revised its disclosure in the
Amended Form S-1 on pages 165 and 175 in response to the Staff’s comment.

 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 Exchange Act.

Response: In response to the Staff’s comment, the Registrant respectfully advises the Staff that it will include the following
sentence in the exclusive forum provision under Article XV of the Registrant’s final amended and restated certificate of incorporation:

“The foregoing sentence shall not apply in any respect to claims or causes of action brought to enforce a duty or liability created by the
Securities Act, or the Exchange Act, or the rules and regulations promulgated thereunder or any other claim or cause of action for which the federal courts have exclusive jurisdiction.”

The Registrant has filed the revised form of amended and restated certificate of incorporation as Exhibit 3.1 to the Registration Statement.

 ****

 U.S. Securities and Exchange Commission

April 8, 2024

 Page Three

 The Registrant respectfully believes that the information contained herein and the
modifications reflected in the Form S-1 are responsive to the Staff’s comments. Should you have any further questions or comments regarding the captioned filings and/or this letter, please direct them to
me at (512) 617-0661 or via e-mail at JHensley@mofo.com.

Very truly yours,

/s/ R. John Hensley

R. John Hensley

cc:
 William J. Fehrman, Centuri Holdings, Inc.

Gregory A. Izenstark, Centuri Holdings, Inc.

Jason S. Wilcock, Centuri Holdings, Inc.

Brandon C. Parris, Morrison & Foerster LLP

David P. Slotkin, Morrison & Foerster LLP

Justin R. Salon, Morrison & Foerster LLP

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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 2100 L STREET, NW

 SUITE 900

WASHINGTON

 DC 20037

 TELEPHONE: 202.887.1500

FACSIMILE: 202.887.0763

 WWW.MOFO.COM

 MORRISON FOERSTER LLP

AUSTIN, BEIJING, BERLIN, BOSTON, BRUSSELS, DENVER,
HONG KONG, LONDON, LOS ANGELES, MIAMI,

 NEW
YORK, PALO ALTO, SAN DIEGO,

 SAN FRANCISCO,
SHANGHAI, SINGAPORE, TOKYO, WASHINGTON, D.C.

 March 22, 2024

 VIA
EDGAR

 U.S. Securities and Exchange Commission

 Division
of Corporation Finance

 Office of Energy & Transportation

100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Centuri Holdings, Inc.

 
 Amendment No. 1 to Draft Registration Statement on Form S-1

 
 Submitted March 1, 2024

 
 CIK No. 0001981599

To Whom It May Concern:

 On behalf of our client, Centuri
Holdings, Inc. (the “Registrant”), we submit this response to comments from the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the
“Commission”) set forth in the Staff’s comment letter, dated March 21, 2024, related to Amendment No. 1 to the Registrant’s Draft Registration Statement on Form S-1 (the
“Amended DRS”), which was confidentially submitted to the Commission on March 1, 2024.

 For your convenience, the Staff’s
comments have been reproduced in bold and italics herein with the Registrant’s response immediately following each comment. The below responses are also reflected, to the extent applicable, in the Registrant’s Registration Statement on
Form S-1 (the “Form S-1”), to be filed with the Commission on or about March 22, 2024. In addition, we are also delivering a copy of the Form S-1 to the Staff marked to show changes from the Amended DRS to the Form S-1. Unless otherwise indicated, page references in the Staff’s comments and headings below refer
to the Amended DRS, the Registrant’s responses below refer to the Form S-1 and capitalized terms have the same meaning as contained in the Form S-1.

 U.S. Securities and Exchange Commission

March 22, 2024

 Page Two

 Amendment No. 1 to Draft Registration Statement on Form S-1

 Prospectus Summary

 Our Industry, Page 5

1.
 We note your disclosure that according to the Edison Electric Institute, total capital expenditures more
than doubled from $74 billion to $168 billion between 2010 and 2025 among the major public investor-owned U.S. electric utilities. Please revise to disclose the date that such
information was published and clarify the extent to which this information is forecasted information.

Response: The Registrant respectfully advises the Staff that it has revised its disclosure in the Form
S-1 on pages 7 and 109 in response to the Staff’s comment.

 Management

Executive Officers and Directors, page 120

2.
 Please revise to disclose the period during which Karen Haller has served as President and Chief
Executive Officer of Southwest Gas Holdings and Chief Executive Officer of Southwest Gas Corporation.

Response: The Registrant respectfully advises the Staff that it has revised its disclosure in the Form
S-1 on page 122 in response to the Staff’s comment.

 Centuri Group, Inc. Audited Consolidated Financial
Statements

 8. Goodwill and Intangible Assets, page F-26

3.
 We note that you recorded significant goodwill impairment charges related to the Riggs Distler reporting
unit in both fiscal 2022 and 2023. Please address the following points:

•

 Provide a description of the facts and circumstances leading to the impairments in each year to comply with
ASC 350-20-50-2(a).

•

 Tell us how you considered the goodwill impairments and their underlying triggers in assessing potential
impairment of the intangible and long lived assets at Riggs Distler.

•

 Please discuss the impairments in your results of operations within management’s discussion and
analysis.

 Response: The Registrant respectfully advises the Staff that it has revised its impairment
disclosures on pages 96, 97 and F-27 to add the requirements of ASC 350-20-2(a) as follows:

 U.S. Securities and Exchange Commission

March 22, 2024

 Page Three

 In the fourth quarter of fiscal 2023, the Company received notice that a customer canceled
an offshore wind project, resulting in a reduction of Riggs Distler’s forecasted earnings. Management determined this event, along with lower-than-expected earnings in 2023, resulted in a goodwill impairment.

In fiscal 2022, management concluded that earnings shortfalls resulting from changes in the mix of work combined with inflation and higher
fuel costs resulted in a goodwill impairment for the Riggs Distler reporting unit.

 Prior to completing our goodwill impairment, we
considered whether there were impairments of intangible and other long-lived assets at Riggs Distler. Specifically, we noted the following:

•

 While the acquisition of Riggs Distler resulted in approximately $303.5 million of acquired intangible
assets (primarily customer relationships), the customer governing the canceled project was attained after the Registrant’s acquisition of Riggs Distler and was not a component of the acquisition date fair values assigned to any acquired
tangible or intangible assets. In both fiscal 2023 and 2022, we noted there were no overall losses in demand from acquired customers and as such we concluded the intangible assets were recoverable.

•

 The long-lived assets within the Riggs Distler reporting unit consist mostly of heavy machinery for which there
were no indicators of impairment. Additionally, there was no change in the extent or manner in which these long-lived assets were being used or in their physical condition; no changes in legal factors or in the business climate that would affect the
value of the long-lived assets; no accumulation of costs in excess of amounts originally expected; no operating cash flow losses or projections of operating cash flow losses; and no expectation that it was more likely than not the long-lived assets
would be sold or otherwise disposed of significantly before the end of their estimated useful life.

 Lastly, the
Registrant advises the Staff that it has updated the Results of Operations disclosure within Management’s Discussion and Analysis of Financial Condition and Results of Operations on pages 85, 96 and 97 to include a discussion of the fiscal 2023
and fiscal 2022 goodwill impairments.

 ****

 U.S. Securities and Exchange Commission

March 22, 2024

 Page Four

 The Registrant respectfully believes that the information contained herein and the
modifications reflected in the Form S-1 are responsive to the Staff’s comments. Should you have any further questions or comments regarding the captioned filings and/or this letter, please direct them to
me at (512) 617-0661 or via e-mail at JHensley@mofo.com.

 Very truly yours,

 /s/ R. John Hensley

R. John Hensley

cc:
 William J. Fehrman, Centuri Holdings, Inc.

Gregory A. Izenstark, Centuri Holdings, Inc.

Jason S. Wilcock, Centuri Holdings, Inc.

Brandon C. Parris, Morrison & Foerster LLP

David P. Slotkin, Morrison & Foerster LLP

Justin R. Salon, Morrison & Foerster LLP

United States securities and exchange commission logo
March 21, 2024
William Fehrman
Chief Executive Officer
Centuri Holdings, Inc.
19820 North 7th Avenue, Suite 120
Phoenix, AZ 85027
Re:Centuri Holdings, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted March 1, 2024
CIK No. 0001981599
Dear William Fehrman:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
October 19, 2023 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Prospectus Summary
Our Industry, page 5
1.We note your disclosure that according to the Edison Electric Institute, total capital
expenditures more than doubled from $74 billion to $168 billion between 2010 and 2025
among the major public investor-owned U.S. electric utilities. Please revise to disclose the
date that such information was published and clarify the extent to which this information
is forecasted information.

 FirstName LastNameWilliam  Fehrman
 Comapany NameCenturi Holdings, Inc.
 March 21, 2024 Page 2
 FirstName LastName
William  Fehrman
Centuri Holdings, Inc.
March 21, 2024
Page 2
Management
Executive Officers and Directors, page 120
2.Please revise to disclose the period during which Karen Haller has served as President and
Chief Executive Officer of Southwest Gas Holdings and Chief Executive Officer of
Southwest Gas Corporation.
Centuri Group, Inc. Audited Consolidated Financial Statements
8. Goodwill and Intangible Assets, page F-26
3.We note that you recorded significant goodwill impairment charges related to the Riggs
Distler reporting unit in both fiscal 2022 and 2023.  Please address the following points:
•Provide a description of the facts and circumstances leading to the impairments
in each year to comply with ASC 350-20-50-2(a).
•Tell us how you considered the goodwill impairments and their underlying triggers in
assessing potential impairment of the intangible and long lived assets at Riggs
Distler.
•Please discuss the impairments in your results of operations within management's
discussion and analysis.
            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

United States securities and exchange commission logo
October 19, 2023
Paul M. Daily
Chief Executive Officer
Centuri Holdings, Inc.
19820 North 7th Avenue, Suite 120
Phoenix, AZ 85027
Re:Centuri Holdings, Inc.
Draft Registration Statement on Form S-1
Submitted September 22, 2023
CIK No. 0001981599
Dear Paul M. Daily:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-1 submitted September 22, 2023
Unaudited Pro Forma Condensed Consolidated Financial Information, page 69
1.Please tell us how you intend to reflect the issuance of shares to Southwest Gas Holdings
for the transfer of assets and assumption of liabilities of the Centuri Group in your
unaudited pro forma financial information. Please provide expanded disclosure in your
narrative discussion and the accompanying notes to your pro forma financial statements.
2.Please disclose any revenues, expenses, gains and losses, and related tax effects which
will not recur beyond 12 months after the transaction.  For example, tell us how you
considered the total expenses related to this offering, separation, and distribution.  Refer to
Rule 11-02(a)(11)(i) of Regulation S-X.

 FirstName LastNamePaul M. Daily
 Comapany NameCenturi Holdings, Inc.
 October 19, 2023 Page 2
 FirstName LastName
Paul M. Daily
Centuri Holdings, Inc.
October 19, 2023
Page 2
3.We note the disclosure on page 69 that you expect recurring costs for certain identified
services will be higher than expenses historically allocated to you by Southwest Gas
Holdings.  Please tell us what consideration was given to reflecting any of these
incremental costs, including those associated with your transition services agreement and
other agreements with Southwest Gas Holdings in your pro forma financial information.
 Please refer to Rule 11-02(a)(6)(ii) of Regulation S-X.
4.We refer you to note (b). Please disclose the accounting treatment for debt issuance costs
and related amortization associated with the revolving line of credit and term loan. To the
extent these amounts are not clear from the adjustment, please separately disclose the
components in your footnote.
5.We refer you to note (d).  Please expand disclosure of the pro forma weighted average
basic and diluted shares outstanding to include a reconciliation that separates the common
shares issued in the public offering from the shares issued in exchange for the transfer of
assets by Southwest Gas Holdings.  See Rule 11-02(a)(9)(ii) of Regulation S-X.
Exhibits
6.Please file all exhibits required by Item 601(b)(10) of Regulation S-K. For example,
please file all material contracts, such as the 2022 Cooperation Agreement with the Icahn
Group and the employment agreements with your named executive officers.
            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