Knife River Corporation Announces Pricing of Secondary Offering of Common Stock
November 07 2023 - 7:29PM
Business Wire
Knife River Corporation (NYSE: KNF) (the “Company” or “Knife
River”) announced today the pricing of the previously announced
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”). The KNF Shares will be offered at a public offering
price of $54.00 per share. 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. RBC Capital Markets and TD
Securities are also serving as joint book-running managers for the
Offering. The Offering is expected to close on November 10, 2023,
subject to customary closing conditions.
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. The registration statement was declared effective on
September 28, 2023. 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/20231107146129/en/
Media Contact: Tony Spilde, Senior Director of
Communications, 541-693-5949
Investor Contact: Zane Karimi, Director of Investor
Relations, 503-944-3508
Knife River (NYSE:KNF)
Historical Stock Chart
From Nov 2024 to Dec 2024
Knife River (NYSE:KNF)
Historical Stock Chart
From Dec 2023 to Dec 2024