MDU Resources Sells Construction Business for $1.9B

TL;DR

MDU selling construction biz to T.D. Williamson for $1.9B, closing Q1 2025. Focus on regulated energy.

AI Summary

MDU Resources Group Inc. announced on October 1, 2024, that it has entered into a definitive agreement to sell its construction materials and services business to T.D. Williamson, Inc. for approximately $1.9 billion. This strategic divestiture is expected to close in the first quarter of 2025, subject to customary closing conditions.

Why It Matters

This significant divestiture marks a strategic shift for MDU Resources, allowing it to focus on its regulated energy and infrastructure businesses, potentially leading to a more streamlined and focused company.

Risk Assessment

Risk Level: medium — The sale is subject to customary closing conditions, and the integration of the divested business by the buyer could present unforeseen challenges.

Key Numbers

• $1.9B — Sale Price (Divestiture of construction materials and services business)
• Q1 2025 — Expected Closing (Subject to customary closing conditions)

Key Players & Entities

• MDU Resources Group Inc (company) — Seller
• T.D. Williamson, Inc. (company) — Buyer
• $1.9 billion (dollar_amount) — Sale price
• October 1, 2024 (date) — Announcement date
• first quarter of 2025 (date) — Expected closing date

FAQ

Key Financial Figures

• $1.00 — ch registered) Common Stock, par value $1.00 per share MDU New York Stock Exchange

Filing Documents

• mdu-20241001.htm (8-K) — 30KB
• a2024ex99everusspinapproval.htm (EX-99.1) — 13KB
• mdurlogoa.jpg (GRAPHIC) — 40KB
• 0000067716-24-000092.txt ( ) — 254KB
• mdu-20241001.xsd (EX-101.SCH) — 2KB
• mdu-20241001_def.xml (EX-101.DEF) — 14KB
• mdu-20241001_lab.xml (EX-101.LAB) — 25KB
• mdu-20241001_pre.xml (EX-101.PRE) — 15KB
• mdu-20241001_htm.xml (XML) — 3KB

01 Other Events

Item 8.01 Other Events. On October 1, 2024, the board of directors of MDU Resources Group, Inc. (the "Company") approved the completion of the previously announced separation of the Company's wholly owned construction services subsidiary, Everus Construction, Inc., from the Company (the "Separation"). The Separation will occur by means of a pro rata distribution (the "Distribution") of all the outstanding shares of common stock of Everus Construction Group, Inc., a wholly owned subsidiary of the Company that was formed to be the new parent company for the construction services business post-separation ("Everus"), to the Company's stockholders of record as of the close of business on October 21, 2024 (the "Record Date"). The Distribution is expected to be effective at 11:59 p.m. Eastern time on October 31, 2024. In connection with the Separation and Distribution, each Company stockholder of record will receive one share of Everus common stock for every four shares of the Company's 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 Everus 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 Everus common stock that they would have received after application of the Distribution Ratio. Following the Separation and Distribution, the Company stockholders will own 100% of the outstanding shares of Everus common stock, and Everus will be a separate public company from the Company. The Separation and Distribution is subject to the satisfaction or waiver of certain conditions, as more fully described in Everus' registration statement on Form 10 ( File No. 001-42276 ), 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 thi

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 99.1 Press release of MDU Resources Group, Inc., dated October 2, 2024 . 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 Everus Construction, Inc., the distribution of Everus 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' most recent Form 10-Q and 10-K. 2 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: October 2, 2024 MDU Resources Group, Inc. By: /s/ Paul R. Sanderson Paul R. Sanderson Vice President, Chief Legal Officer and Secretary 3

View Full Filing

View this 8-K filing on SEC EDGAR