Knife River Corporation Announces Launch of Secondary Offering of Common Stock
November 06 2023 - 4:19PM
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.
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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
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