Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Knife River Corp incurred revolving credit of up to $350.0 million with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other financial institutions from time to time party thereto at adjusted term SOFR, defined in a customary manner ("Term SOFR") plus an applicab maturing May 31, 2028.
- Instrument
- revolving credit
- Principal
- up to $350.0 million
- Counterparty
- JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other financial institutions from time to time party thereto
- Rate
- adjusted term SOFR, defined in a customary manner ("Term SOFR") plus an applicab
- Maturity
- May 31, 2028
- Event
- incurrence
Exact text from the filing
subject to a number of exceptions. The Credit Agreement provides for (a) a senior secured first lien revolving credit facility in an initial aggregate principal amount of up to $350.0 million (the “Revolving Credit Facility”) and (b) a senior secured first lien term loan facility in an initial aggregate principal amount of up to $275.0 million (the “Term Loan
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Knife River Corp incurred term loan of up to $275.0 million with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other financial institutions from time to time party thereto at adjusted term SOFR, defined in a customary manner ("Term SOFR") plus an applicab maturing May 31, 2028.
- Instrument
- term loan
- Principal
- up to $275.0 million
- Counterparty
- JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other financial institutions from time to time party thereto
- Rate
- adjusted term SOFR, defined in a customary manner ("Term SOFR") plus an applicab
- Maturity
- May 31, 2028
- Event
- incurrence
Exact text from the filing
amount of up to $350.0 million (the “Revolving Credit Facility”) and (b) a senior secured first lien term loan facility in an initial aggregate principal amount of up to $275.0 million (the “Term Loan Facility,” and together with the Revolving Credit Facility the “Senior Secured Credit Facilities”). Letters of credit are available under the Credit Agreement
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Executive change
SEC 8-K Item 5.02
confidence 1.0
Karl A. Liepitz was appointed as Vice President, Chief Legal Officer and Secretary at Knife River Corp.
- Action
- became
- Role
- Vice President, Chief Legal Officer and Secretary
Exact text from the filing
Karl A. Liepitz Vice President, Chief Legal Officer and Secretary
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Executive change
SEC 8-K Item 5.02
confidence 1.0
Nancy K. Christenson was appointed as Vice President of Administration at Knife River Corp.
- Action
- became
- Role
- Vice President of Administration
Exact text from the filing
Nancy K. Christenson Vice President of Administration
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Executive change
SEC 8-K Item 5.02
confidence 1.0
John F. Quade was appointed as Vice President of Business Development at Knife River Corp.
- Action
- became
- Role
- Vice President of Business Development
Exact text from the filing
John F. Quade Vice President of Business Development
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Executive change
SEC 8-K Item 5.02
confidence 1.0
Trevor J. Hastings was appointed as Vice President and Chief Operating Officer at Knife River Corp.
- Action
- became
- Role
- Vice President and Chief Operating Officer
Exact text from the filing
Trevor J. Hastings Vice President and Chief Operating Officer
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Executive change
SEC 8-K Item 5.02
confidence 1.0
Marney L. Kadrmas was appointed as Chief Accounting Officer at Knife River Corp.
- Action
- became
- Role
- Chief Accounting Officer
Exact text from the filing
Marney L. Kadrmas Chief Accounting Officer
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Executive change
SEC 8-K Item 5.02
confidence 1.0
Jason L. Vollmer departed as Director at Knife River Corp.
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
David L. Goodin, Karl A. Liepitz and Jason L. Vollmer, who had been serving as members of the Board, ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Glenn R. Pladsen was appointed as Vice President of Support Services at Knife River Corp.
- Action
- became
- Role
- Vice President of Support Services
Exact text from the filing
Glenn R. Pladsen Vice President of Support Services
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Executive change
SEC 8-K Item 5.02
confidence 1.0
Thomas Everist was elected as Director at Knife River Corp.
- Action
- elected
- Role
- Director
Exact text from the filing
Each of Karen B. Fagg, German Carmona Alvarez, Thomas Everist and William Sandbrook was elected as a director of the Company as of immediately prior to the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
German Carmona Alvarez was elected as Director at Knife River Corp.
- Action
- elected
- Role
- Director
Exact text from the filing
Each of Karen B. Fagg, German Carmona Alvarez, Thomas Everist and William Sandbrook was elected as a director of the Company as of immediately prior to the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
William Sandbrook was elected as Director at Knife River Corp.
- Action
- elected
- Role
- Director
Exact text from the filing
Each of Karen B. Fagg, German Carmona Alvarez, Thomas Everist and William Sandbrook was elected as a director of the Company as of immediately prior to the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Karl A. Liepitz departed as Director at Knife River Corp.
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
David L. Goodin, Karl A. Liepitz and Jason L. Vollmer, who had been serving as members of the Board, ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Karen B. Fagg was appointed as chair of the Board at Knife River Corp.
- Action
- appointed
- Role
- chair of the Board
Exact text from the filing
Karen B. Fagg was appointed chair of the Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
David L. Goodin departed as Director at Knife River Corp.
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
David L. Goodin, Karl A. Liepitz and Jason L. Vollmer, who had been serving as members of the Board, ceased to be directors of the Company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Knife River Corp: Amended and restated the Certificate of Incorporation effective as of June 1, 2023 (effective 2023-06-01).
- Change
- charter amendment
- Effective
- 2023-06-01
Exact text from the filing
The Company amended and restated its Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) and its Bylaws (the “Amended and Restated Bylaws”), in each case, effective as of June 1, 2023.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Knife River Corp: Adopted Corporate Governance Guidelines and a Code of Conduct (Leading with Integrity Policy and Guide) effective immediately prior to the Effective Time.
- Change
- code of ethics
Exact text from the filing
the Board adopted certain Corporate Governance Guidelines and a Code of Conduct (Leading with Integrity Policy and Guide), in each case, effective as of immediately prior to the Effective Time.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Knife River Corp: Amended and restated the Bylaws effective as of June 1, 2023 (effective 2023-06-01).
- Change
- bylaw amendment
- Effective
- 2023-06-01
Exact text from the filing
The Company amended and restated its Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) and its Bylaws (the “Amended and Restated Bylaws”), in each case, effective as of June 1, 2023.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Knife River Corp completed a disposition involving MDU Resources Group, Inc. (closed 2023-05-31).
- Action
- disposition
- Counterparty
- MDU Resources Group, Inc.
- Closing
- 2023-05-31
Exact text from the filing
Distribution Agreement”) with MDU Resources Group, Inc. (“MDU Resources”), pursuant to which MDU Resources agreed to transfer its wholly owned subsidiary KRC Materials, Inc.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Knife River Corp entered into Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other financial institutions from time to time party thereto (effective 2023-05-31).
- Action
- entry
- Agreement
- credit facility
- Counterparty
- JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other financial institutions from time to time party thereto
- Effective
- 2023-05-31
Exact text from the filing
On May 31, 2023 (the “Closing Date”), the Company entered into a new credit agreement (the “Credit Agreement”), as borrower, together with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other financial institutions from time to time party thereto.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Knife River Corp entered into Separation and Distribution Agreement with MDU Resources Group, Inc. (effective 2023-05-30).
- Action
- entry
- Agreement
- supply
- Counterparty
- MDU Resources Group, Inc.
- Effective
- 2023-05-30
Exact text from the filing
On May 30, 2023, Knife River Corporation (formerly known as Knife River Holding Company) (the “Company” or “Knife River”) entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”) with MDU Resources Group, Inc. (“MDU Resources”), pursuant to which MDU Resources agreed to transfer its wholly owned subsidiary KRC Materials, Inc. (formerly known as Knife River Corporation) to the Company (the “Separation”) and distribute approximately 90% of the outstanding common stock of the Company to MDU Resources’ stockholders of record as of the close of business on May 22, 2023 (the “Distribution”).
View on SEC.gov
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