Knife River Corp Enters Material Definitive Agreement

TL;DR

KNF signed a big deal, details TBD.

AI Summary

Knife River Corporation entered into a Material Definitive Agreement on December 20, 2024. The filing does not disclose the specific details of this agreement, but it is classified as a significant event requiring immediate reporting. The company, incorporated in Delaware, operates in the mining and quarrying of nonmetallic minerals sector.

Why It Matters

This filing indicates a significant new contract or partnership for Knife River Corporation, which could impact its future revenue and operational scope.

Risk Assessment

Risk Level: medium — The lack of specific details about the Material Definitive Agreement introduces uncertainty regarding its potential impact on Knife River Corporation's financial performance and operations.

Key Players & Entities

• Knife River Corp (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• December 20, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — nge on which registered) Common Stock, $0.01 par value KNF New York Stock Exchange
• $454.0 million — Asset Seller (the " Acquisition ") for $454.0 million in cash, subject to customary purchase
• $15.0 million — pay a termination fee in the amount of $15.0 million as the sole and exclusive remedy of the

Filing Documents

• knf-20241220.htm (8-K) — 49KB
• exhibit21-assetandequitypu.htm (EX-2.1) — 1095KB
• 0001955520-24-000054.txt ( ) — 1457KB
• knf-20241220.xsd (EX-101.SCH) — 2KB
• knf-20241220_def.xml (EX-101.DEF) — 14KB
• knf-20241220_lab.xml (EX-101.LAB) — 26KB
• knf-20241220_pre.xml (EX-101.PRE) — 15KB
• knf-20241220_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 20, 2024, KRC Holdings, Inc. (" Buyer "), a Delaware corporation and an indirect subsidiary of Knife River Corporation, a Delaware corporation (the " Company "), entered into an Asset and Equity Purchase Agreement (the " Purchase Agreement ") by and among Buyer and (i) Strata Corporation, a North Dakota corporation (" Strata "), (ii) Glacier Resources, Ltd., a North Dakota corporation (" Glacier Resources " and, together with Strata, the " Acquired Companies "), (iii) the equity holders of the Acquired Companies (such equity holders together with a new corporation to be formed in connection with certain pre-closing restructuring activities, the " Equity Sellers "), (iv) Landmark Investments, L.L.C., a North Dakota limited liability company (" Asset Seller " and, together with the Equity Sellers, the " Sellers "), (v) the current equity holders of Asset Seller (the " Asset Seller Owners "), (vi) each of the ultimate beneficiaries of Equity Sellers that are trusts (together with the Sellers and the Asset Seller Owners, the " Seller Group Members "), and (vii) a representative of the Seller Group Members (" Sellers' Representative "), whereby Buyer (or its designee) will acquire (a) 100% of the issued and outstanding equity interests of Strata, (b) 100% of the issued and outstanding equity interests of Glacier Resources and (c) certain assets of the Asset Seller (the " Acquisition ") for $454.0 million in cash, subject to customary purchase price adjustments pursuant to the terms and subject to the conditions set forth in the Purchase Agreement. Buyer expects to use cash on hand and proceeds from the issuance of long-term debt to finance the Acquisition. The obligation of the parties to consummate the Acquisition is subject to the satisfaction or waiver of certain customary closing conditions, including, among others (i) the expiration or early termination of the applicable waiting period under the H

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 2.1*+ Asset and Equity Purchase Agreement , dated December 20 , 202 4 , by a nd among Strata Corporation, Glacier Resources, Ltd., the equityholders of Strata Corporation and Glacier Resources Ltd., Landmark Investments, L.L.C., the current equity holders of Lan dmark Investments, L.L.C., the beneficiaries of certain trusts, the sellers' representative , and KRC Holdings, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish to the Securities and Exchange Commission a copy of any omitted schedule or exhibit upon request; provided that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934 as amended. + The Company has omitted portions of the referenced exhibit pursuant to Item 601(b)(2) of Regulation S-K under the Securities Act of 1933, as amended, because such portions (a) are not material and (b) are the type of information that the Company both customarily and actually treats as private and confidential.

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS The information in this report includes certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, including the key growth strategies, projections and certain assumptions for the Company and its subsidiaries, including with respect to the consummation of the Acquisition and the timing and benefits thereof. Although the Company believes that its expectations are expressed in good faith and based on reasonable assumptions, there is no assurance the Company's projections or estimates for growth, shareholder value creation, long-term goals, other proposed strategies or statements related to the Acquisition will be achieved. 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 Knife River Corporation's Form 10-K and subsequent filings with the SEC and the following: (i) the occurrence of any event, change, or other circumstance that could give rise to the right to terminate the Purchase Agreement (ii) potential litigation relating to the Acquisition that could be instituted against the parties to the Purchase Agreement or their respective directors or officers, including the effects of any outcomes related thereto (iii) the possibility that the Acquisition does not close when expected or at all because required regulatory, or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all (iv) the potential for regulatory authorities to require divestitures, behavioral remedies or other concessions in order to obtain their approval of the proposed Acquisition; (v) reputational risk and potential adverse reactions of customers, employees or other business partners and the businesses generally, including those resulting from the announcement of the Acquisition (vi) the risk that any announcements relating to the Acqu

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View this 8-K filing on SEC EDGAR