MDU Resources Group Reports Key Corporate Events

TL;DR

MDU Resources filed an 8-K detailing asset deals, exec changes, and material agreements. Watch for impacts.

AI Summary

MDU Resources Group, Inc. filed an 8-K on November 1, 2024, reporting several key events as of October 31, 2024. These include entering into and terminating material definitive agreements, completing an acquisition or disposition of assets, and changes related to directors and officers, including compensatory arrangements. The filing also contains a Regulation FD disclosure and financial statements.

Why It Matters

This 8-K filing signals significant corporate actions by MDU Resources Group, including asset transactions and executive-level changes, which could impact the company's strategic direction and financial performance.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, asset dispositions/acquisitions, and executive changes, all of which can carry inherent business and financial risks.

Key Players & Entities

• MDU Resources Group, Inc. (company) — Registrant
• October 31, 2024 (date) — Date of earliest event reported
• November 1, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $1.00 — ch registered) Common Stock, par value $1.00 per share MDU New York Stock Exchan
• $0 — the outstanding common stock, par value $0.01, of Everus to the Company's stockhol

Filing Documents

• ef20037702_8k.htm (8-K) — 40KB
• ef20037702_ex2-1.htm (EX-2.1) — 359KB
• ef20037702_ex10-1.htm (EX-10.1) — 165KB
• ef20037702_ex10-2.htm (EX-10.2) — 318KB
• ef20037702_ex10-3.htm (EX-10.3) — 159KB
• ef20037702_ex99-1.htm (EX-99.1) — 9KB
• image00001.jpg (GRAPHIC) — 7KB
• 0001140361-24-044885.txt ( ) — 1404KB
• mdu-20241031.xsd (EX-101.SCH) — 4KB
• mdu-20241031_lab.xml (EX-101.LAB) — 21KB
• mdu-20241031_pre.xml (EX-101.PRE) — 16KB
• ef20037702_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. In connection with the Separation and in order to govern the relationship between the parties following the Separation and Distribution, on October 31, 2024, the Company entered into a Separation and Distribution Agreement, a Transition Services Agreement, a Tax Matters Agreement and an Employee Matters Agreement with Everus. A summary of the material terms of such agreements can be found in the section entitled "Certain Relationships and Related Party Transactions" in Everus' Information Statement, dated October 18, 2024, filed with the U.S. Securities and Exchange Commission ("SEC") as Exhibit 99.1 to Everus' Current Report on Form 8-K on October 18, 2024 (the "Information Statement"). The summary set forth in the Information Statement is incorporated herein by reference. The foregoing summary of the Separation-related agreements is qualified in its entirety by reference to the full texts of the Separation and Distribution Agreement, the Transition Services Agreement, the Tax Matters Agreement and the Employee Matters Agreement, which are included as Exhibits 2.1, 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and incorporated herein by reference.

02

Item 1.02. Termination of a Material Definitive Agreement. In connection with the Separation and Distribution, on November 1, 2024, the Company made a voluntary prepayment of all outstanding loans and obligations pursuant to that certain Term Loan Agreement, dated as of May 31, 2023, among the Company, the lenders party thereto and U.S. Bank National Association, as administrative agent .

01

Item 2.01. Completion of Acquisition or Disposition of Assets. The description of the Distribution set forth above under the Explanatory Note, Item 1.01 and the Separation and Distribution Agreement attached hereto as Exhibit 2.1 are incorporated herein by reference.

02

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. In connection with the Separation and Distribution, effective as of immediately prior to the Effective Time, Michael S. Della Rocca, Dale S. Rosenthal, Edward A. Ryan and David M. Sparby resigned from the Company's board of directors (the "Board"). David M. Sparby joined the board of directors of Everus effective as of 12:01 a.m., Eastern Time, on October 27, 2024, and each of Michael S. Della Rocca, Dale S. Rosenthal and Edward A. Ryan joined the board of directors of Everus effective as of immediately prior to the Effective Time. Additionally, effective as of immediately prior to the Effective Time, James H. Gemmel resigned from the Board in accordance with the resignation letter previously delivered by Mr. Gemmel to the Board pursuant to the terms of the Amended and Restated Cooperation Agreement, dated as of March 14, 2024, by and among Keith A. Meister, Corvex Management LP and the Company. As a result, effective as of the Effective Time, the Board decreased its size from eleven directors to six directors. The Board currently consists of Darrel T. Anderson, Marian M. Durkin, Douglas W. Jaeger, Dennis W. Johnson, Nicole A. Kivisto and Chenxi Wang. Following Mr. Sparby's resignation, Mr. Jaeger will serve as chair of the Board's Audit Committee, and the Board has determined that Mr. Jaeger is an "audit committee financial expert" as defined by the SEC rules. Additional information with respect to the composition of the Board's committees following the Effective Time is available on the Company's website. In connection with the Separation and Distribution and effective immediately prior to the Effective Time, Jeffrey S. Thiede resigned from his position as an executive officer of the Company. He will serve as President and Chief Executive Officer of Everus. A description of the material terms of Mr. Th

01

Item 7.01. Regulation FD Disclosure. On November 1, 2024, the Company issued a press release announcing the completion of the Separation and Distribution. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. In accordance with General Instructions B.2 of Form 8-K, the information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. The information set forth herein will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 2.1 Separation and Distribution Agreement, dated as of October 31, 2024, by and between MDU Resources Group, Inc. and Everus Construction Group, Inc. 10.1 Transition Services Agreement, dated as of October 31, 2024, by and between MDU Resources Group, Inc. and Everus Construction Group, Inc. 10.2 Tax Matters Agreement, dated as of October 31, 2024, by and between MDU Resources Group, Inc. and Everus Construction Group, Inc. 10.3 Employee Matters Agreement, dated as of October 31, 2024, by and between MDU Resources Group, Inc. and Everus Construction Group, Inc. 99.1 Press Release of MDU Resources Group, Inc., dated November 1, 2024. 104.1 Cover Page Interactive Data File (embedded within the Inline XBRL document) Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon its request. 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. Dated: November 1, 2024 MDU Resources Group, Inc. By: /s/ Jason L. Vollmer Name: Jason L. Vollmer Title: Vice President, Chief Financial Officer and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR