Nov 8, 2023   SOURCE: BusinessWire

Knife River Corporation Announces Pricing of Secondary Offering of Common Stock

Knife River Corporation (NYSE: KNF) (the “Company” or “Knife River”) announced today the pricing of the previously announced secondary public offering (the “Offering”) of 5,142,383 shares of its common stock (the “KNF Shares”) currently owned by MDU Resources Group, Inc., the Company’s former parent (“MDU Resources”). The KNF Shares will be offered at a public offering price of $54.00 per share. Knife River is not selling any shares of common stock and will not receive any proceeds from the sale of the KNF Shares in the Offering or from the debt-for-equity exchange (described below).

Prior to the closing of the Offering, MDU Resources is expected to exchange the KNF Shares for certain indebtedness of MDU Resources held by an affiliate of J.P. Morgan Securities LLC (such affiliate, the “debt-for-equity exchange party”). Upon the consummation of the debt-for-equity exchange, MDU Resources is expected to deliver the KNF Shares, at the request of the debt-for-equity exchange party, to J.P. Morgan Securities LLC, in its capacity as selling stockholder in the Offering (in such capacity, the “Selling Stockholder”). Following the debt-for-equity exchange, if consummated, the Selling Stockholder intends to sell the KNF Shares to the underwriters in the Offering.

The Selling Stockholder in the Offering has granted the underwriters an option (the “greenshoe”) to purchase up to 514,238 additional shares of Knife River common stock at the public offering price less the underwriting discount for 30 days.

Following the completion of the debt-for-equity exchange, and if the greenshoe is completely exercised by the underwriters, MDU Resources would no longer own any shares of common stock of Knife River.

J.P. Morgan, Wells Fargo Securities and BofA Securities are acting as the joint lead book-runners for the Offering, and J.P. Morgan and Wells Fargo Securities are acting as representatives of the underwriters of the Offering. RBC Capital Markets and TD Securities are also serving as joint book-running managers for the Offering. The Offering is expected to close on November 10, 2023, subject to customary closing conditions.

The Company has filed a shelf registration statement (including a prospectus) on Form S-1 with the U.S. Securities and Exchange Commission (the “SEC”) for the Offering to which this communication relates. The registration statement was declared effective on September 28, 2023. You may obtain these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, copies of the prospectus supplement and accompanying base prospectus relating to the Offering, when available, may be obtained from J.P. Morgan Securities LLC, Attention: c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (866) 803-9204 or by e-mail at prospectus-eq_fi@jpmchase.com; Wells Fargo Securities, LLC, Attention: Equity Syndicate Department, 500 West 33rd Street, New York, New York, 10001, by telephone at (833) 690-2713 or by e-mail at cmclientsupport@wellsfargo.com; or BofA Securities, Attention: Prospectus Department, NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, or by e-mail at dg.prospectus_requests@bofa.com.

This press release shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Knife River
Knife River Corporation, a member of the S&P MidCap 400 index, mines aggregates and markets crushed stone, sand, gravel and related construction materials, including ready-mix concrete, asphalt and other value-added products. Knife River also performs vertically integrated contracting services, specializing in publicly funded DOT projects and private projects across the industrial, commercial and residential space. For more information about the Company, visit www.kniferiver.com.

Forward-Looking Statement
The information in this release 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 release, including statements about the future state of Knife River, are expressed in good faith and are believed by Knife River to have a reasonable basis. Nonetheless, actual results may differ materially from the projected results expressed in the forward-looking statements. There can be no assurance that the actual results or developments anticipated by Knife River will be realized or, even if substantially realized, that they will have the expected consequences to or effects on Knife River or its business or operations. For a discussion of important factors that could cause actual results to differ materially from those expressed in the forward-looking statements, please refer to the Company’s Registration Statement on Form S-1 filed on September 26, 2023, as well as other risks discussed in the Company’s filings with the U.S. Securities and Exchange Commission. Please also see the Item 1A-Risk Factors in Knife River’s Form 10 and most recent Form 10-Q and any updates or amendments it makes in future filings. There may be other factors not presently known to the Company or which it currently considers to be immaterial that could cause the Company’s actual results to differ materially from those projected in any forward-looking statements the Company makes. The Company does not undertake any obligation to update or revise its forward-looking statements except as required by applicable law or regulation.