MDU RESOURCES GROUP INC (MDU): M&A transaction — MDU Resources completes spinoff of Knife River; 90% of KNF shares distributed

(3) a term loan agreement with U.S. Bank as administrative agent and the several lenders party thereto providing for a commitment amount of $375 million and maturing on May 31, 2025

(1) a 364-day revolving credit agreement with U.S. Bank National Association (“U.S. Bank”) as administrative agent and the several lenders party thereto providing for a commitment amount of $150 million and maturing on May 29, 2024

(2) a five-year revolving credit agreement with U.S. Bank as administrative agent and the several lenders party thereto providing for an initial commitment amount of $200 million and maturing on May 31, 2028

Karen B. Fagg, German Carmona Alvarez, Thomas Everist and Patricia L. Moss resigned from the Company’s board of directors and joined the board of directors of Knife River.

Karen B. Fagg, German Carmona Alvarez, Thomas Everist and Patricia L. Moss resigned from the Company’s board of directors and joined the board of directors of Knife River.

Paul R. Sanderson was appointed as the Vice President, Chief Legal Officer, and Secretary of the Company

Karen B. Fagg, German Carmona Alvarez, Thomas Everist and Patricia L. Moss resigned from the Company’s board of directors and joined the board of directors of Knife River.

Karl A. Liepitz and Trevor J. Hastings resigned from their positions as executive officers of the Company.

Rob L. Johnson was appointed as the president of WBI Energy, Inc., the Company’s natural gas pipeline subsidiary.

Karen B. Fagg, German Carmona Alvarez, Thomas Everist and Patricia L. Moss resigned from the Company’s board of directors and joined the board of directors of Knife River.

Karl A. Liepitz and Trevor J. Hastings resigned from their positions as executive officers of the Company.

into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”) with Knife River Corporation (formerly known as Knife River Holding Company) (“Knife River”) , pursuant to which the Company agreed to transfer its wholly owned subsidiary KRC Materials, Inc.

(3) a term loan agreement with U.S. Bank as administrative agent and the several lenders party thereto providing for a commitment amount of $375 million and maturing on May 31, 2025 (the “Term Loan Agreement” and, together with the 364-Day Revolving Credit Agreement and the 5-Year Revolving Credit Agreement, the “New Credit Agreements”).

On May 30, 2023, MDU Resources Group, Inc. (the “Company”) entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”) with Knife River Corporation (formerly known as Knife River Holding Company) (“Knife River”), pursuant to which the Company agreed to transfer its wholly owned subsidiary KRC Materials, Inc. (formerly known as Knife River Corporation) to Knife River (the “Separation”) and distribute approximately 90% of the outstanding common stock of Knife River to the Company’s stockholders of record as of the close of business on May 22, 2023 (the “Distribution”).

(2) a five-year revolving credit agreement with U.S. Bank as administrative agent and the several lenders party thereto providing for an initial commitment amount of $200 million and maturing on May 31, 2028 (the “5-Year Revolving Credit Agreement”);

CEHI, LLC, a wholly owned subsidiary of the Company and the successor by merger to Centennial Energy Holdings, Inc. (“Centennial”), prepaid in full (the “Centennial Credit Agreement Prepayments”): (1) that certain Fifth Amended and Restated Credit Agreement, dated as of December 19, 2019, among Centennial, the several financial institutions from time to time party thereto, and U.S. Bank, as administrative agent (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Centennial Revolver”);

on May 31, 2023 (the “Closing Date”), the Company entered into: (1) a 364-day revolving credit agreement with U.S. Bank National Association (“U.S. Bank”) as administrative agent and the several lenders party thereto providing for a commitment amount of $150 million and maturing on May 29, 2024 (the “364-Day Revolving Credit Agreement”);