Knife River Corporation Announces Launch of Secondary Offering of Common Stock

Rhea-AI Summary

Knife River Corporation (NYSE: KNF) has announced a secondary public offering of 5,142,383 shares of its common stock currently owned by MDU Resources Group, Inc. The company will not receive any proceeds from the sale. MDU Resources is expected to exchange the KNF Shares for certain indebtedness held by an affiliate of J.P. Morgan Securities LLC. Following the debt-for-equity exchange, the Selling Stockholder intends to sell the KNF Shares to the underwriters in the Offering. J.P. Morgan, Wells Fargo Securities, and BofA Securities are acting as the joint lead book-runners for the Offering.

BISMARCK, N.D.--(BUSINESS WIRE)-- Knife River Corporation (NYSE: KNF) (the “Company” or “Knife River”) announced today the launch of a secondary public offering (the “Offering”) of 5,142,383 shares of its common stock (the “KNF Shares”) currently owned by MDU Resources Group, Inc., the Company’s former parent (“MDU Resources”). Knife River is not selling any shares of common stock and will not receive any proceeds from the sale of the KNF Shares in the Offering or from the debt-for-equity exchange (described below).

Prior to the closing of the Offering, MDU Resources is expected to exchange the KNF Shares for certain indebtedness of MDU Resources held by an affiliate of J.P. Morgan Securities LLC (such affiliate, the “debt-for-equity exchange party”). Upon the consummation of the debt-for-equity exchange, MDU Resources is expected to deliver the KNF Shares, at the request of the debt-for-equity exchange party, to J.P. Morgan Securities LLC, in its capacity as selling stockholder in the Offering (in such capacity, the “Selling Stockholder”). Following the debt-for-equity exchange, if consummated, the Selling Stockholder intends to sell the KNF Shares to the underwriters in the Offering.

The Selling Stockholder in the Offering has granted the underwriters an option (the “greenshoe”) to purchase up to 514,238 additional shares of Knife River common stock at the public offering price less the underwriting discount for 30 days.

Following the completion of the debt-for-equity exchange, and if the greenshoe is completely exercised by the underwriters, MDU Resources would no longer own any shares of common stock of Knife River.

J.P. Morgan, Wells Fargo Securities and BofA Securities are acting as the joint lead book-runners for the Offering, and J.P. Morgan and Wells Fargo Securities are acting as representatives of the underwriters of the Offering.

The Company has filed a shelf registration statement (including a prospectus) on Form S-1 with the U.S. Securities and Exchange Commission (the “SEC”) for the Offering to which this communication relates, which was declared effective on September 28, 2023. Before you invest, you should read the base prospectus in that registration statement, the accompanying prospectus supplement and other documents the Company has filed with the SEC for more complete information about the Company and this Offering. You may obtain these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, copies of the prospectus supplement and accompanying base prospectus relating to the Offering, when available, may be obtained from J.P. Morgan Securities LLC, Attention: c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (866) 803-9204 or by e-mail at prospectus-eq_fi@jpmchase.com; Wells Fargo Securities, LLC, Attention: Equity Syndicate Department, 500 West 33rd Street, New York, New York, 10001, by telephone at (833) 690-2713 or by e-mail at cmclientsupport@wellsfargo.com; or BofA Securities, Attention: Prospectus Department, NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, or by e-mail at dg.prospectus_requests@bofa.com.

This press release shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Knife River
Knife River Corporation, a member of the S&P MidCap 400 index, mines aggregates and markets crushed stone, sand, gravel and related construction materials, including ready-mix concrete, asphalt and other value-added products. Knife River also performs vertically integrated contracting services, specializing in publicly funded DOT projects and private projects across the industrial, commercial and residential space. For more information about the Company, visit www.kniferiver.com.

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 future state of Knife River, are expressed in good faith and are believed by Knife River 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 that the actual results or developments anticipated by Knife River will be realized or, even if substantially realized, that they will have the expected consequences to or effects on Knife River or its business or operations. For a discussion of important factors that could cause actual results to differ materially from those expressed in the forward-looking statements, please refer to the Company’s Registration Statement on Form S-1 filed on September 26, 2023, as well as other risks discussed in the Company’s filings with the U.S. Securities and Exchange Commission. Please also see the Item 1A-Risk Factors in Knife River’s Form 10 and most recent Form 10-Q and any updates or amendments it makes in future filings. There may be other factors not presently known to the Company or which it currently considers to be immaterial that could cause the Company’s actual results to differ materially from those projected in any forward-looking statements the Company makes. The Company does not undertake any obligation to update or revise its forward-looking statements except as required by applicable law or regulation.

View source version on businesswire.com: https://www.businesswire.com/news/home/20231106202963/en/

Media Contacts:

Tony Spilde, Senior Director of Communications, 541-693-5949

Investor Contacts:

Zane Karimi, Director of Investor Relations, 503-944-3508

Source: Knife River Corporation

FAQ

What is the secondary public offering announced by Knife River Corporation?

Knife River Corporation has announced a secondary public offering of 5,142,383 shares of its common stock currently owned by MDU Resources Group, Inc.

Will Knife River Corporation receive any proceeds from the sale of the KNF Shares?

No, Knife River Corporation will not receive any proceeds from the sale of the KNF Shares in the Offering.

What is the debt-for-equity exchange mentioned in the press release?

MDU Resources is expected to exchange the KNF Shares for certain indebtedness held by an affiliate of J.P. Morgan Securities LLC.

Who will sell the KNF Shares to the underwriters?

The Selling Stockholder, following the completion of the debt-for-equity exchange, intends to sell the KNF Shares to the underwriters in the Offering.

Which firms are acting as the joint lead book-runners for the Offering?

J.P. Morgan, Wells Fargo Securities, and BofA Securities are acting as the joint lead book-runners for the Offering.