Corvex Management LP Amends MDU Resources Stake Filing

TL;DR

Corvex still watching MDU Resources, filing updated.

AI Summary

Corvex Management LP, led by Keith Meister, has amended its Schedule 13D filing regarding MDU Resources Group Inc. as of March 18, 2024. The filing indicates Corvex Management LP's continued significant stake in the company, with no specific new dollar amounts or share changes detailed in this amendment, but it signals ongoing strategic interest and potential influence.

Why It Matters

This amendment suggests Corvex Management LP is maintaining or adjusting its position and potentially its strategy concerning MDU Resources Group Inc., which could impact the company's future direction and shareholder value.

Risk Assessment

Risk Level: medium — Amendments to 13D filings often signal potential activist investor activity or significant shifts in holdings, which can introduce volatility.

Key Players & Entities

• Corvex Management LP (company) — Filing entity
• MDU Resources Group Inc. (company) — Subject company
• Keith Meister (person) — Key individual associated with Corvex Management LP
• Patrick J. Dooley, Esq. (person) — Contact person for Corvex Management LP
• Jason Daniel (person) — Legal counsel contact

FAQ

Key Financial Figures

• $1.00 — ame of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securitie

Filing Documents

• form_sc13da-mud.htm (SC 13D/A) — 48KB
• 0001011438-24-000285.txt ( ) — 49KB

Purpose of Transaction

Item 4. Purpose of Transaction

is hereby amended and supplemented by the addition of the following

Item 4 is hereby amended and supplemented by the addition of the following: Amended & Restated Cooperation Agreement On March 14, 2024, Corvex Management LP ("Corvex") and Keith Meister (together with their respective affiliates, the "Corvex Group") entered into an Amended & Restated Cooperation Agreement with the Issuer (the "A&R Cooperation Agreement"). Pursuant to the A&R Cooperation Agreement, the Issuer agreed to include James H. Gemmel (including any replacement pursuant to the A&R Cooperation Agreement, the "Corvex Designee") as a nominee for election to the Issuer's Board of Directors (the "Board") on the slate of nominees recommended by the Board in the Issuer's proxy statement and on its proxy card relating to the Issuer's 2024 Annual Meeting of Stockholders (the "2024 Annual Meeting") and to use its commercially reasonable efforts to cause the election of the Corvex Designee to the Board at the 2024 Annual Meeting, including by recommending that the Issuer's stockholders vote in favor of the Corvex Designee and otherwise supporting the Corvex Designee in a manner no less rigorous and favorable than the manner in which the Issuer supports the Board's other nominees in the aggregate. If Mr. Gemmel ceases to be a director on the Board before his term has expired due to his death or incapacity or as a result of his being asked by the Corvex Group to resign from the Board on account of Mr. Gemmel ceasing to be employed or otherwise engaged by or associated with Corvex, in each case prior to the Issuer's 2025 Annual Meeting of Stockholders (the "2025 Annual Meeting"), then the Corvex Group shall be entitled to designate another individual as the Corvex Designee to serve for the remainder of the term of the replaced Corvex Designee, subject to certain qualifications described in the A&R Cooperation Agreement. Pursuant to the A&R Cooperation Agreement, from the date on which the A&R Cooperation Agreement was entered into until the termination of the A&R Coope

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer

is hereby amended and restated in its entirety to read as follows

Item 5 is hereby amended and restated in its entirety to read as follows: (a)-(b) Corvex may be deemed to be the beneficial owner of 10,147,041 Shares, which represents approximately 4.98% of the Issuer's outstanding Shares. By virtue of his position as control person of the general partner of Corvex, Mr. Meister may be considered to beneficially own such Shares. The Reporting Persons may be deemed to have sole power to vote and sole power to dispose of 10,147,041 Shares. The percentage calculated in the immediately foregoing paragraph is calculated based on a total of 203,689,090 Shares outstanding as of February 15, 2024, as reported in the Issuer's Annual Report on Form 10-K filed with the SEC on February 22, 2024. (c) There have been no transactions in the Shares during the sixty days prior to the date hereof by any of the Reporting Persons. (d) The limited partners of (or investors in) each of the private investment funds for which Corvex or its affiliates acts as general partner and/or investment adviser have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the accounts of their respective funds in accordance with their respective limited partnership interests (or investment percentages) in their respective funds. (e) Not applicable.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

is hereby amended and supplemented by the addition of the following

Item 6 is hereby amended and supplemented by the addition of the following: The information in Item 4 is incorporated herein by reference. The A&R Cooperation Agreement is incorporated by reference as Exhibit 2 and is incorporated herein by reference.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits Exhibit 2 – Amended & Restated Cooperation Agreement, dated March 14, 2024, by and among Keith A. Meister, Corvex Management LP and MDU Resources Group, Inc. (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 18, 2024). SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: March 18, 2024 CORVEX MANAGEMENT LP By: /s/ Keith Meister Keith Meister Managing Partner Date: March 18, 2024 KEITH MEISTER By: /s/ Keith Meister Keith Meister

View Full Filing

View this SC 13D/A filing on SEC EDGAR