UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 18, 2023
Knife River Holding Company
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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Delaware
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1-41642
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92-1008893
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1150 West Century Avenue
Bismarck, North Dakota 58503
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code (701)
530-1000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(c))
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Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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(Title of each class)
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(Trading Symbol(s))
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(Name of each exchange on which registered)
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Common Stock, par value $0.01 per share
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KNF
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the
Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not
to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01. |
Regulation FD Disclosure.
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On May 4, 2023, MDU Resources Group, Inc. (“MDU Resources”) announced that, in connection with its planned separation of Knife River Corporation from MDU
Resources by means of a pro rata distribution of approximately 90% of the outstanding shares of common stock of Knife River Holding Company (the “Company”), a wholly owned subsidiary of MDU Resources that was formed to be the new parent company for
Knife River Corporation post-separation, to holders of MDU Resources common stock, the Company will host an investor day. The separation is scheduled to become effective 11:59 p.m. EDT on May 31, 2023.
The Company held its investor day at 10:00 a.m. EDT on May 18, 2023. A copy of the materials presented at the investor day is attached hereto as Exhibit
99.1, and is incorporated herein by reference.
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 (the “Exchange Act”), 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.
| Item 9.01. |
Financial Statements and Exhibits.
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Exhibits. The following exhibits are being furnished as part of this report.
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Exhibit Number
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Description
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Knife River Holding Company Investor Day Presentation, dated May 18, 2023.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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Cautionary Note on Forward Looking Statement
The information in this report includes certain forward-looking statements within the meaning of Section 21E of the Exchange Act. The forward-looking
statements contained in this report, including statements about the planned separation of Knife River Corporation from MDU Resources, the distribution of the Company’s common stock to MDU Resources’ stockholders, and the future state of the
Company, 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. There can be no assurance of
the ultimate timing of the distribution or that the distribution will be completed. The Company assumes no obligation to update the information contained herein, which speaks only as of the date hereof. For a discussion of some of the important
factors that could cause the Company’s results to differ materially from those expressed in, or implied by, the forward-looking statements included in this report, investors should refer to the disclosure contained under the heading “Risk Factors”
in the Company’s registration statement on Form 10 and most recent Form 10-Q.
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.
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Dated: May 18, 2023
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KNIFE RIVER HOLDING COMPANY
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By:
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/s/ Karl A. Liepitz
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Name: Karl A. Liepitz
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Title: General Counsel and Secretary
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