Company Description

Our mission is to be the leader in safe, sustainable utility infrastructure services, while fulfilling our roles as a values-driven employer of choice and a responsible corporate citizen in the communities in which we live and work. Centuri is a leading, pure-play North American utility infrastructure services company with over 110 years of operating history that partners with regulated utilities to maintain, upgrade and expand the energy network that powers millions of homes and businesses. We are a leader in utility infrastructure services and serve as long-term strategic partners to, and an extension of, North America’s electric, gas and combination utility providers, delivering a wide range of infrastructure solutions that ensure safe, reliable and environmentally sustainable grid operations. Our service offerings primarily consist of the modernization of utility infrastructure through the maintenance, retrofitting and installation of electric and natural gas distribution networks to meet current and future demands while also preparing systems for the transition to clean energy sources. We also serve complementary, attractive and growing end markets such as renewable energy and 5G datacom. Guided by our values and our unwavering commitment to serve as long-term partners to customers and communities, our more than 12,500 employees enable our customers to safely and reliably deliver electricity and natural gas and achieve their goals for environmental sustainability. North America relies on electric and gas delivery infrastructure for the basic energy needs of homes and businesses and generally to maintain its dynamic economy, but existing infrastructure is subject to degradation and is often decades old. Despite significant recent investment, much of the existing electric grid and, according to the U.S. Department of Transportation’s Pipeline and Hazardous Materials Safety Administration (“PHMSA”), more than 409,000 miles of gas main lines are more than 50 years old (including pipelines of unknown vintage) and in need of significant upgrade or replacement as of August 2023. Federal, state and local governments have increased regulatory stringency and enacted legislation to support the necessary infrastructure investments in the sector aimed at preventing disruption, enhancing safety and readying to meet current and future demands. Additionally, labor market constraints, the need for cost efficiency and a steadily declining utility workforce have led utilities to become increasingly reliant on outsourced utility service providers, creating an overall growing market well positioned for consolidation. We believe these trends represent a significant challenge for utilities, but also an opportunity for outsourced utility infrastructure services companies to build and maintain more efficient, sustainable infrastructure that can meet the needs of future generations. We often serve as an extension of our diverse utility customer base’s workforce, which consists of more than 400 customers as of the date of this prospectus. Our customers are leading electric, gas and combination utility companies across North America, including American Electric Power, Enbridge, Entergy, Exelon, NiSource, National Grid, Sempra Energy and Southern Company, among others. We also contract with certain large-scale 5G datacom providers to support increased utilization of 5G and network expansion with the addition of C-band and small cells. Our top 10 and top 20 customers are almost exclusively investment grade utilities and represented 49% and 71% of our revenues, respectively, during fiscal 2023. We have over 110 years of industry operating experience and a leading market share across a wide range of services in the electric and gas utility value chains. We believe our brand, scale, experience and fulsome service offerings compose the necessary profile to attract and retain the best talent and to competitively position ourselves among the largest providers in the sector, while prioritizing the safety of our employees, customers and other stakeholders. We place a strong emphasis on employee training and development and have implemented a robust safety program that strives to ensure that all projects are executed with the highest level of safety and quality standards. We operate through a family of integrated companies that work together across different geographies allowing us to establish solid relationships and a strong reputation for a wide range of capabilities. Operating across the utility value chain allows us to address diverse customer initiatives, and our knowledge, expertise and resources enable us to deliver successful projects that meet these ever-evolving needs. Furthermore, the composition of our workforce, which includes both union and non-union field labor, enables us to access a wide range of opportunities across regions, customers and projects. Our core operations are focused on modernizing utility infrastructure, which reduces risks of hazardous gas leaks, reduces methane emissions from natural gas pipelines, and hardens electric infrastructure from weather events, thereby increasing electric grid and delivery infrastructure resiliency, and improving overall safety, reliability, and sustainability of North American energy networks. By helping enable utility infrastructure to deliver safer, more sustainable solutions to meet the needs of our customers and the communities we collectively serve, our services are Environmental, Social and Governance (“ESG”)-focused in nature, improving and expanding positive and sustainable impacts across the energy network. We are committed to being an ESG leader through both our work to advance infrastructure for clean energy delivery, as well as our internal commitments for sustainability that guide our operations and vision for the future. A robust internal ESG framework aligns directly with our overall corporate strategy and long-term vision. To accommodate incremental demands from the broader transition to clean energy sources supported by key U.S. legislation, including the Inflation Reduction Act (“IRA”) and the Infrastructure Investment and Jobs Act (“IIJA”), numerous infrastructure upgrades or replacements are needed. We are strongly positioned to support this transition by providing the infrastructure needed to connect renewable energy to existing distribution systems as well as expanding electric grid capacity and modernizing electric and gas delivery infrastructure to support future demand. Examples of this work include supporting the infrastructure needed to transport renewable natural gas from dairy farms, enabling grid connectivity for wind and solar energy, and building out infrastructure for electric vehicle (“EV”) charging stations and battery storage facilities. We currently operate across 87 locations in 43 U.S. states and two Canadian provinces, enabling us to support our customers across multiple geographies. The majority of our customer relationships are governed by long-term master services agreements (“MSAs”), comprising approximately 82% of our total revenue during fiscal 2023. Additionally, of the remaining 18% of our total revenue that was generated from bid contracts, 7% was generated from existing MSA customers. Our MSAs generally have terms of between three and seven years, with a current weighted average remaining contract length of approximately three years. We predominantly perform smaller, lower-risk distribution projects for our customers. Our focus on MSA-driven work, long-term customer partnerships and recurring maintenance-oriented work orders provides us with a highly visible demand outlook. The utility services industry is highly fragmented and is comprised of a range of providers, from small, regional providers to scaled companies like Centuri. The top five largest utility service providers (including Centuri) collectively produced 18% of the 2022 utility services revenues in the industry, while the remaining 82% of those revenues were either produced by a large number of independent, regional providers or represent work self-performed by utilities, according to the ENR Top 600 Specialty Contractors 2023 Report and S&P Global Market Intelligence. Brand, scale, geographic footprint and breadth of services are key differentiating characteristics in the industry, which allow scaled companies such as ours to position themselves to capture opportunities that arise from sector tailwinds, including increasingly large utility footprints. We maintain a favorable mix of contracts, with 77% of our fiscal 2023 revenue generated from variable-priced contracts (54% of revenue from unit-priced contracts and 23% from time and materials (“T&M”) contracts). We believe that our exposure to fixed-price contracts, which represent the remaining 23% of our fiscal 2023 revenue, is among the lowest in the industry and serves to minimize execution risk across our operations. --- We were incorporated in Delaware on June 9, 2023. The address of our principal executive offices is 19820 North 7th Avenue, Suite 120, Phoenix, Arizona 85027. Our telephone number is 623-582-1235. We maintain an internet website at https://centuri.com.