MDU Resources Group, Inc. (NYSE:MDU) announced the spin-off of 90% stake in Knife River Corporation to its shareholders on August 4, 2022. As of May 30, 2023, MDU Resources entered in to Separation and the Distribution agreement with Knife River. As per the terms, 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 Knife River common stock for every four shares of MDU Resources common stock owned as of the record date. The record date is May 22, 2023. Knife River reported $293 million of EBITDA and Net income of $130 million in 2021. The proposed separation is subject to customary conditions, including final approval by the MDU Resources board of directors, receipt of a tax opinion and, if determined advisable, a private letter ruling from the Internal Revenue Service, and the filing and effectiveness of a Form 10 registration statement. As of May 4, 2023, MDU board has approved the transaction.

MDU Resources has selected the management team who will lead Knife River Corporation. Additionally, the Board has named Knife River President Brian R. Gray to become president and Chief Executive Officer of Knife River, effective March 1. Nathan W. Ring will become Chief Financial Officer. Karl A. Liepitz will become vice president, chief legal officer and secretary. Trevor J. Hastings will become chief operating officer. Nancy K. Christenson will remain vice president of administration. Glenn R. Pladsen will remain vice president of support services. John F. Quade has been named vice president of business development. As of May 18, 2023, Board of Directors of MDU Resources Group, Inc has approved the appointment of Paul R. Sanderson to succeed Karl A. Liepitz as vice president, chief legal officer and secretary, Sanderson will join MDU Resources on June 1. The transaction is expected to be completed in 2023. As of December 15, 2022, the transaction is expected to be complete in the second quarter of 2023. As of May 4, 2023, Transaction is expected to close on May 31, 2023.

As on January 24, 2023, MDU Resources Group, Inc. entered into a cooperation agreement with Corvex Management LP under which Corvex Partner James H. Gemmel will be appointed to MDU Resources' board of directors, subject to approval by the Federal Energy Regulatory Commission. Under the terms of the cooperation agreement, James H. Gemmel will offer his resignation from the Board under certain circumstances, including completion of the separation of both MDU Resources Knife River business and MDU Construction Services Group business. MDU Resources Group, Inc announced the filing of a Form 10 registration statement with the Securities and Exchange Commission that identifies "KNF" as the stock ticker under which Knife River Corporation, the company's construction materials subsidiary, expects to be listed on the New York Stock Exchange. MDU Resources is on track to complete the spinoff of Knife River into an independent, publicly traded company in the second quarter of 2023. MDU Resources Group, Inc. announced the filing of a Form 10 registration statement with the Securities and Exchange Commission that identifies "KNF" as the stock ticker under which Knife River Corporation, the company's construction materials subsidiary, expects to be listed on the New York Stock Exchange. MDU Resources is on track to complete the spinoff of Knife River into an independent, publicly traded company in the second quarter of 2023. MDU Resources announced that each of Karen B. Fagg, German Carmona Alvarez, Thomas Everist and Patricia L. Moss (collectively, the “Prospective Knife River Directors”) are expected to resign as directors of the Company in connection with their anticipated appointment to the board of directors of Knife River.

Knife River’s post-separation board is expected to consist of six directors, including Karen B. Fagg, German Carmona Alvarez, Thomas Everist, Patricia L. Moss, William J. Sandbrook, and Brian R. Gray. As of April 10, 2023, Knife River has launched an offering of notes due 2031, subject to market conditions and other customary factors, in connection with the spin-off. MDU Resources, has priced an offering of $425 million of notes due 2031. The notes will be offered, in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), only to persons reasonably believed to be qualified institutional buyers and, pursuant to Regulation S under the Securities Act, only to non-U.S. persons outside the United States. On May 10, 2023, the Registration Statement became effective.

J.P. Morgan Securities LLC and PJT Partners are serving as financial advisors for the transaction; Wachtell, Lipton, Rosen & Katz is serving as legal advisor. PJT Partners Inc. (NYSE:PJT) acted as financial advisor to Knife River Corporation. Equiniti Trust Company acted as a transfer agent to MDU Resources Group, Inc. (NYSE:MDU).