Mdu Resources Group Inc 8-K, filed May 4, 2023
Mdu Resources Group Inc (MDU)
8-K
2023-05-04
For: 2023-05-03
View Original
Added on
July 04, 2026
About this 8-K
Mdu Resources Group Inc filed this 8-K on May 4, 2023, reporting on events of May 3, 2023.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 3, 2023
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| incorporation) | ||||||||
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code (701 ) 530-1000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||||||
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| (Title of each class) | (Trading Symbol(s)) | (Name of each exchange on which registered) | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On May 3, 2023, the board of directors of MDU Resources Group, Inc. (the “Company”) approved the completion of the previously announced separation of its wholly owned construction materials subsidiary, Knife River Corporation, from the Company (the “Separation”). The Separation will occur by means of a pro rata distribution (the “Distribution”) of approximately 90% of the outstanding shares of common stock of Knife River Holding Company, a wholly owned subsidiary of the Company that was formed to be the new parent company for Knife River Corporation post-separation (“Knife River”), to the Company’s stockholders of record as of the close of business on May 22, 2023 (the “Record Date”). The Distribution is expected to be effective at 11:59 p.m. Eastern time on May 31, 2023.
In connection with the Separation and Distribution, each Company stockholder of record will receive one share of Knife River common stock for every four shares of the Company common stock held as of the close of business on the Record Date (such ratio, the “Distribution Ratio”). The Company will not distribute any fractional shares of Knife River common stock to its stockholders as part of the Distribution. Instead, the Company’s stockholders will receive cash in lieu of any fractional shares of Knife River common stock that they would have received after application of the Distribution Ratio.
Following the Separation and Distribution, the Company stockholders will own approximately 90% of the outstanding shares of Knife River common stock, and Knife River will be a separate public company from the Company. The Company will retain approximately 10% of the outstanding shares of Knife River common stock following the Distribution and intends to dispose of all such retained shares, which the Company expects will include dispositions through one or more exchanges of the retained Knife River shares for debt, and may include dispositions through additional distributions to the Company stockholders, exchanges for the Company shares or one or more sales of such retained Knife River shares for cash.
In connection with the Separation and Distribution, Knife River Corporation intends to change its name to “KRC Materials, Inc.” and immediately thereafter Knife River Holding Company intends to change its name to “Knife River Corporation.”
The Separation and Distribution is subject to the satisfaction or waiver of certain conditions, as more fully described in Knife River’s registration statement on Form 10 (File No. 001-41642), as amended, including the preliminary information statement attached as Exhibit 99.1 thereto.
The press release announcing certain details of the Separation and Distribution is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being furnished as part of this report.
| Exhibit Number | Description | ||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
* * *
Cautionary Note on Forward Looking Statements
This Current Report on Form 8-K includes certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements contained in this Current Report, including statements about the planned separation of Knife River Corporation, the distribution of Knife River common stock to the Company’s stockholders, the future state of the Company and future stock performance, are expressed in good faith and are believed by the Company to have a reasonable basis. Nonetheless, actual results may differ materially from the projected results expressed in the forward-looking statements. For a discussion of important factors that could cause actual results to differ materially from those expressed in the forward-looking statements, refer to Item 1A-Risk Factors in the Company’s most recent Form 10-K and 10-Q.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 4, 2023
| MDU Resources Group, Inc. | ||||||||
| By: | /s/ Karl A. Liepitz | |||||||
| Karl A. Liepitz | ||||||||
| Vice President, General Counsel | ||||||||
| and Secretary | ||||||||
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Exhibit 99.1
MDU Resources Board of Directors Approves Separation of Knife River;
Declares Distribution of Shares for Knife River
BISMARCK, N.D. — May 4, 2023 — MDU Resources Group, Inc.’s (NYSE: MDU) board of directors has approved the previously announced separation of the company’s wholly owned construction materials subsidiary, Knife River Corporation, through a pro rata distribution of the outstanding shares of common stock of Knife River Holding Company, which is the newly formed parent company for Knife River Corporation.
“This is a historic day for MDU Resources,” said David L. Goodin, president and CEO of MDU Resources. “We started our construction materials business with a single aggregate company acquisition in 1992. We have successfully grown Knife River Corporation in 31 years to be one of the Top 10 largest sand and gravel producers in the nation, substantial enough to stand on its own as a publicly traded company.”
As previously announced, MDU Resources stockholders will retain their current shares of MDU Resources common stock and, on the distribution date, each MDU Resources stockholder will receive a distribution of one share of Knife River common stock for every four shares of MDU Resources common stock owned as of the record date.
Knife River common stock is expected to be distributed at 11:59 p.m. EDT May 31, 2023, to MDU Resources stockholders of record as of 5 p.m. EDT on May 22, 2023, the record date for the distribution. The distribution is subject to the satisfaction or waiver of certain conditions, including the Securities and Exchange Commission declaring the Registration Statement on Form 10 for Knife River to be effective.
Fractional shares of Knife River common stock will not be distributed to MDU Resources stockholders; they will instead be aggregated and sold on the open market, with the net proceeds distributed pro rata in cash payments to MDU Resources stockholders who would otherwise have received a fractional share of Knife River common stock.
The distribution of shares does not require stockholder approval and no action is required by MDU Resources stockholders to receive the shares of Knife River common stock, or cash in lieu of fractional shares. An information statement with details of the distribution of shares of Knife River common stock, Knife River’s management and business following the spinoff, and other details regarding the spinoff will be distributed to impacted MDU Resources stockholders prior to the distribution date.
Exhibit 99.1
The distribution is expected to be tax free for MDU Resources stockholders for U.S. federal income tax purposes.
A “when-issued” public trading market for Knife River common stock is expected to begin on or about May 25 on the New York Stock Exchange, continuing through May 31. Upon completion of the distribution, MDU Resources will continue to trade in the regular way on the NYSE under the ticker symbol “MDU” and Knife River will trade in the regular way on the NYSE under the ticker symbol “KNF.”
Following the separation, MDU Resources and Knife River will be independent, publicly traded companies with distinct investment identities, business operations, customers and geographic markets.
“This is a very exciting time for us — and we are in this great position because of the hard work of our 5,700 team members and the generations of Knife River employees who helped build our company into what it is today,” said Knife River President and CEO Brian R. Gray. “We have grown our aggregates-based business from a $50 million company in 1992 to $2.5 billion in revenue last year. We are well established, we are confident about our future, and we are just getting started.”
In connection with the anticipated separation of Knife River, an Investor Day is planned for 10 a.m. EDT May 18 at the NYSE. Management’s presentation of Knife River’s investment highlights, operations, financial performance and growth prospects, as well as a question-and-answer session, also will be webcast. Interested parties can access information about the Investor Day at www.mdu.com.
MDU Resources also announced today its first quarter financial results, which can be found on the company’s website at www.mdu.com.
About MDU Resources
MDU Resources Group, Inc., a member of the S&P MidCap 400 and the S&P High-Yield Dividend Aristocrats indices, is Building a Strong America® by providing essential products and services through its regulated energy delivery and construction materials and services businesses. For more information about MDU Resources, visit www.mdu.com or contact the Investor Relations Department at investor@mduresources.com.
About Knife River
Knife River Corporation mines aggregates and markets crushed stone, sand, gravel and related construction materials, including ready-mix concrete, asphalt and other value-added products. It also distributes cement and asphalt oil. It performs integrated contracting services. For more information about Knife River, visit www.kniferiver.com.
Advisors
J.P. Morgan Securities LLC and PJT Partners are serving as financial advisors for the transaction; Wachtell, Lipton, Rosen & Katz is serving as legal advisor.
Exhibit 99.1
Forward-Looking Statement
The information in this release includes certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements contained in this release, including statements about the planned separation of Knife River Corporation, the distribution of Knife River common stock, and the future state of MDU Resources, are expressed in good faith and are believed by MDU Resources to have a reasonable basis. Nonetheless, actual results may differ materially from the projected results expressed in the forward-looking statements. There can be no assurance of the ultimate timing of the distribution or that the distribution will be completed. For a discussion of important factors that could cause actual results to differ materially from those expressed in the forward-looking statements, refer to Item 1A-Risk Factors in MDU Resources' most recent Form 10-K and 10-Q.
Media Contacts: Laura Lueder, MDU Resources manager of communications and public relations, 701-530-1095
Tony Spilde, Knife River senior director of communications, 541-213-0947
Investor Contact: Brent Miller, director of financial projects and investor relations, 701-530-1730