Form 8-K - Current report

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): October 1, 2024

MDU Resources Group Inc

(Exact name of registrant as specified in its charter)


(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification No.)
incorporation)
Delaware	1-03480	30-1133956

1200 West Century Avenue

P.O. Box 5650

Bismarck, North Dakota 58506-5650

(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:


			☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
			☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
			☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
			☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:


(Title of each class)	(Trading Symbol(s))	(Name of each exchange on which registered)
Common Stock, par value $1.00 per share	MDU	New York Stock Exchange

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 8.01 Other Events.

On October 1, 2024, the board of directors of MDU Resources Group, Inc. (the “Company”) approved the completion of the previously announced separation of the Company’s wholly owned construction services subsidiary, Everus Construction, Inc., from the Company (the “Separation”). The Separation will occur by means of a pro rata distribution (the “Distribution”) of all the outstanding shares of common stock of Everus Construction Group, Inc., a wholly owned subsidiary of the Company that was formed to be the new parent company for the construction services business post-separation (“Everus”), to the Company’s stockholders of record as of the close of business on October 21, 2024 (the “Record Date”). The Distribution is expected to be effective at 11:59 p.m. Eastern time on October 31, 2024.

In connection with the Separation and Distribution, each Company stockholder of record will receive one share of Everus common stock for every four shares of the Company’s common stock held as of the close of business on the Record Date (such ratio, the “Distribution Ratio”). The Company will not distribute any fractional shares of Everus common stock to its stockholders as part of the Distribution. Instead, the Company’s stockholders will receive cash in lieu of any fractional shares of Everus common stock that they would have received after application of the Distribution Ratio.

Following the Separation and Distribution, the Company stockholders will own 100% of the outstanding shares of Everus common stock, and Everus will be a separate public company from the Company. The Separation and Distribution is subject to the satisfaction or waiver of certain conditions, as more fully described in Everus’ registration statement on Form 10 (File No. 001-42276), including the preliminary information statement attached as Exhibit 99.1 thereto.

The press release announcing certain details of the Separation and Distribution is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number			Description
99.1			Press release of MDU Resources Group, Inc., dated October 2, 2024.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

* * *

Cautionary Note on Forward Looking Statements

This Current Report on Form 8-K 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 Current Report, including statements about the planned separation of Everus Construction, Inc., the distribution of Everus common stock to the Company’s stockholders, the future state of the Company and future stock performance, 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. For a discussion of important factors that could cause actual results to differ materially from those expressed in the forward-looking statements, refer to Item 1A-Risk Factors in the Company’ most recent Form 10-Q and 10-K.

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.

Date: October 2, 2024


			MDU Resources Group, Inc.


			By:			/s/ Paul R. Sanderson

						Paul R. Sanderson
						Vice President, Chief Legal Officer
						and Secretary

Exhibit 99.1

MDU Resources Board of Directors Approves Everus Spinoff, Declares Distribution of Shares of Everus

BISMARCK, N.D. — Oct. 2, 2024 — MDU Resources Group, Inc. (NYSE: MDU) announced today that its board of directors has approved the previously announced spinoff of the company’s wholly owned construction services subsidiary, Everus Construction Group, through a pro rata distribution of all the outstanding shares of Everus common stock.

“We believe this strategic move will unlock value for our shareholders and position Everus for continued growth and success,” said Nicole A. Kivisto, president and CEO of MDU Resources. “This spinoff allows both MDU Resources and Everus to focus on our core strengths and pursue distinct opportunities in our respective industries.”

As previously announced, MDU Resources stockholders will retain their current shares of MDU Resources common stock and, on the distribution date, each MDU Resources stockholder will receive a distribution of one share of Everus common stock for every four shares of MDU Resources common stock owned as of the record date.

Everus common stock is expected to be distributed at 11:59 p.m. EDT Oct. 31, 2024, to MDU Resources stockholders of record as of 5 p.m. EDT on Oct. 21, 2024, the record date for the distribution. The distribution is subject to the satisfaction or waiver of certain conditions, including the Securities and Exchange Commission declaring the Registration Statement on Form 10 for Everus to be effective.

Fractional shares of Everus common stock will not be distributed to MDU Resources stockholders. They will instead be aggregated and sold on the open market, with the net proceeds distributed pro rata in cash payments to MDU Resources stockholders who would otherwise have received a fractional share of Everus common stock.

The distribution of shares does not require stockholder approval and no action is required by MDU Resources stockholders to receive the shares of Everus common stock, or cash in lieu of fractional shares. An information statement with details of the spinoff, including the distribution of shares of Everus common stock and Everus’ management and business following the spinoff, will be made available to MDU Resources stockholders prior to the distribution date.

The distribution is expected to be tax free for MDU Resources stockholders for U.S. federal income tax purposes, except for cash received in lieu of fractional shares.

A “when-issued” public trading market for Everus common stock is expected to begin on or about Oct. 28 on the New York Stock Exchange under the ticker symbol “ECG WI,” continuing through Oct. 31.

Holders of MDU Resources common stock who sell their shares under “regular way” trading on or before Oct. 31 also will be selling their right to receive Everus common stock.

On or about Oct. 28, an “ex-distribution” market for MDU Resources common stock is expected to begin on the NYSE under the ticker symbol “MDU WI,” continuing through Oct. 31. Holders of MDU Resources common stock who sell in the ex-distribution market on or before Oct. 31 will only be selling their shares of MDU Resources common stock and will retain their right to receive Everus common stock in the distribution.

Exhibit 99.1

Stockholders who hold MDU Resources common stock on the record date and decide to sell shares on or before the distribution date should consult with their stockbroker, bank or other advisor to understand whether the shares will be sold with or without the entitlement to Everus common stock.

Upon completion of the distribution on or about Nov. 1, Everus will trade in the regular way on the NYSE under the ticker symbol “ECG” and MDU Resources will continue to trade in the regular way on the NYSE under the ticker symbol “MDU.”

Following the spinoff, MDU Resources and Everus will be independent, publicly traded companies with distinct investment identities, business operations, customers and geographic markets.

“We are very excited to see Everus stock begin trading on the New York Stock Exchange and look forward to our future opportunities as a stand-alone leading construction services business,” said Jeffrey S. Thiede, president and CEO of Everus. “The hard work and dedication of our team, who are safely Building America’s Future, has made Everus one of the largest specialty construction services providers in the country, and we are well-positioned to continue expanding our operations.”

In connection with the anticipated spinoff, Everus is holding an Investor and Analyst Day at 10 a.m. EDT Oct. 17 at the NYSE. Management’s presentation of Everus’ investment highlights, operations, financial performance and growth prospects, as well as a question-and-answer session, also will be webcast. Additional information is available at www.mdu.com/everus-construction-spinoff.

Forward-Looking Statements

Information in this release includes certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. The forward-looking statements in this release, including information about the planned spinoff of Everus Construction Group, the distribution of Everus common stock, future stock performance, and statements by the CEOs of MDU Resources and Everus, 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. For a discussion of important factors that could cause actual results to differ materially, refer to Item 1A — Risk Factors in MDU Resources’ most recent Form 10-K and Form 10-Q and subsequent filings with the SEC.

About MDU Resources

MDU Resources Group, Inc., a member of the S&P MidCap 400 index, provides essential products and services through its regulated energy delivery and construction services businesses. Founded in 1924, the company is celebrating its 100th anniversary; learn more at www.mdu.com/100th-anniversary. For more information about MDU Resources, visit www.mdu.com or contact the Investor Relations Department at investor@mduresources.com.

About Everus Construction Group

Everus Construction Group, Inc. is Building America's Future™ by providing a full spectrum of construction services through its electrical and mechanical, and transmission and distribution specialty contracting services across the United States. These specialty contracting services are provided to utility, transportation, commercial, industrial, institutional, renewable and other customers. Its E&M contracting services include construction and maintenance of electrical and communication wiring and infrastructure, fire suppression systems, and mechanical piping and services. Its T&D contracting services include construction and maintenance of overhead and underground electrical, gas and communication infrastructure, as well as manufacturing and distribution of transmission line construction equipment and tools. For more information about Everus, visit everus.com.

Investor Contact: Brent Miller, assistant treasurer and director of financial projects and investor relations, 701-530-1730

Media Contacts: Byron Pfordte, MDU Resources manager of integrated communications, 208-377-6050

Laura Lueder, Everus director of communications, 701-221-6444

Cover	Oct. 01, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Oct. 01, 2024
Entity Registrant Name	MDU Resources Group Inc
Entity Incorporation, State or Country Code	DE
Entity File Number	1-03480
Entity Tax Identification Number	30-1133956
Entity Address, Address Line One	1200 West Century Avenue
Entity Address, Address Line Two	P.O. Box 5650
Entity Address, City or Town	Bismarck
Entity Address, State or Province	ND
Entity Address, Postal Zip Code	58506-5650
City Area Code	701
Local Phone Number	530-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $1.00 per share
Trading Symbol	MDU
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000067716
Amendment Flag	false