Corvex Management Amends MDU Resources Filing

TL;DR

Corvex Management updated their MDU Resources filing - watch for potential activist moves.

AI Summary

Corvex Management LP, led by Keith Meister, has amended its Schedule 13D filing regarding MDU Resources Group Inc. The filing, dated November 1, 2024, indicates a change in the reporting person's stake or intentions concerning the company's common stock. Corvex Management LP is a significant holder, and this amendment suggests ongoing activity or a shift in their investment strategy.

Why It Matters

Amendments to Schedule 13D filings often signal changes in activist investor strategies, potentially leading to shifts in company management, operations, or strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often involve activist investors, which can introduce volatility and uncertainty for the subject company and its shareholders.

Key Players & Entities

• Corvex Management LP (company) — Reporting Person
• Keith Meister (person) — Key individual associated with Corvex Management LP
• MDU RESOURCES GROUP INC (company) — Subject Company
• Patrick J. Dooley, Esq. (person) — Contact Person
• Jason Daniel Akin (person) — Legal Counsel
• Gump Strauss Hauer & Feld LLP (company) — Legal Counsel

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-mdu.htm (SC 13D/A) — 41KB
• 0001011438-24-000522.txt ( ) — 43KB

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: The Reporting Persons commend the Issuer's Board of Directors and management on the completion of the spinoff of its wholly owned construction services business, Everus Construction, Inc. to shareholders (the "Spinoff"). Effective as of immediately prior to the effective time of the Spinoff, 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 Issuer (the "Cooperation Agreement") and the Cooperation Agreement terminated in accordance with its terms. The Reporting Persons intend to review the Corvex Funds' investment in the Issuer on a continuing basis in the future and expect the Reporting Persons will after the date of this filing and from time to time reduce the Corvex Funds' investment in the Issuer but may alternatively or in addition in the future, increase their investment position. Such actions are expected to depend on various factors, including, without limitation, price levels of the Shares, the Issuer's financial and business position, this and other investment opportunities available to the Reporting Persons for the Corvex Funds, conditions in the securities market and general economic and industry conditions.

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 203,888,237 Shares outstanding as of August 1, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 8, 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) On October 31, 2024, the Reporting Persons were not beneficial owners of more than five percent of the Issuer's Shares and will cease to file Schedule 13D. 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: November 1, 2024 CORVEX MANAGEMENT LP By: /s/ Keith Meister Keith Meister Managing Partner Date: November 1, 2024 KEITH MEISTER By: /s/ Keith Meister Keith Meister

View Full Filing

View this SC 13D/A filing on SEC EDGAR