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MDU Resources Files Confidential Form 10 for Planned Late 2024 Spinoff of Construction Services Business

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MDU Resources Group, Inc. plans to spin off its construction services business, Everus Construction Group, with a confidential draft registration statement submitted to the SEC. The spinoff is expected to be completed in Q4 2024, allowing MDU Resources to focus on its regulated energy delivery business.
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The submission of a confidential draft registration statement on Form 10 for the spinoff of Everus Construction Group by MDU Resources Group signifies a strategic restructuring of the company. The separation of the construction services business allows MDU Resources to streamline its focus on regulated energy delivery, which could lead to improved operational efficiencies and potentially enhance investor appeal for a more focused business model. The market typically responds to such spinoffs with a keen interest in the newly created entity's growth prospects and the parent company's revised strategic direction.

From a financial perspective, the spinoff could result in a more transparent valuation for both MDU Resources and Everus Construction Group as separate entities. This clarity may attract investors who prefer pure-play companies with a clear-cut business focus. Additionally, the separation could unlock value by allowing each company to pursue more targeted capital allocation strategies and growth opportunities within their respective markets. However, investors should be aware of the costs associated with the spinoff, such as transaction and restructuring expenses and how these might impact short-term financials.

Examining the industry context, the spinoff of Everus Construction Group aligns with a broader trend where conglomerates are simplifying their business structures to sharpen strategic focus. For stakeholders, the critical aspect to monitor will be the market's reception of Everus as an independent entity. This includes evaluating the construction industry's current market conditions, competitive landscape and Everus's positioning within that space. Furthermore, the timing of the spinoff, expected to be completed in the fourth quarter of 2024, could coincide with cyclic changes in the construction sector, which may influence Everus's initial performance as a standalone company.

For MDU Resources, the refocus on regulated energy delivery could provide a more predictable revenue stream and potentially reduce exposure to the cyclical nature of the construction industry. However, this benefit must be weighed against the loss of revenue diversification that the construction services business provided. The market will likely scrutinize the post-spinoff performance metrics and growth strategies of both entities to assess the long-term value proposition of the spinoff.

The filing of a Form 10 is a legal process that involves a thorough review by the U.S. Securities and Exchange Commission (SEC), ensuring that all necessary disclosures are made for the benefit of current and potential investors. This step is essential in protecting shareholder interests and maintaining market integrity. The legal intricacies of the spinoff process, including regulatory approvals and the satisfaction of other conditions, are pivotal in determining the final timeline and success of the transaction.

Investors should be cognizant of the legal ramifications of the spinoff, including potential risks related to the separation agreements, transfer of liabilities and contractual obligations that Everus Construction Group will inherit as an independent company. The final approval by MDU Resources' board of directors will be based on a comprehensive evaluation of these factors and their decision will be instrumental in ensuring that the spinoff aligns with the long-term strategic objectives and legal compliance requirements.

BISMARCK, N.D., March 25, 2024 /PRNewswire/ -- MDU Resources Group, Inc. (NYSE: MDU) announced today that it has submitted a confidential draft registration statement on Form 10 with the U.S. Securities and Exchange Commission in connection with the planned spinoff of its construction services business, Everus Construction Group.

MDU Resources expects the spinoff of Everus Construction Group to be complete in the fourth quarter of 2024, subject to final approval by MDU Resources' board of directors. MDU Resources announced on March 13 that its construction services business, MDU Construction Services Group, had been rebranded as Everus Construction Group.

"When the spinoff of the construction services business is complete late this year, MDU Resources will be a pure-play regulated energy delivery business," said Nicole A. Kivisto, president and CEO of MDU Resources. "This will allow MDU Resources and Everus each to focus on our individual business growth opportunities, which will allow us to continue to maximize value for shareholders."

MDU Resources had announced Nov. 2, 2023, that it intends to separate its construction services business as an independent, publicly traded company. With the initial filing of the Form 10, MDU Resources remains on track to complete the spinoff of Everus in late 2024.

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 timing of the planned spinoff and statements by the president and CEO of MDU Resources, 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. 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. provides 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 www.everus.com.

Investor Contact: Brent Miller, assistant treasurer, 701-530-1730
Media Contact: Laura Lueder, manager of communications and public relations, 701-530-1095

 

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SOURCE MDU Resources Group, Inc.

MDU Resources Group plans to complete the spinoff of Everus Construction Group in the fourth quarter of 2024.

Everus Construction Group was previously known as MDU Construction Services Group before the rebranding.

Nicole A. Kivisto is the president and CEO of MDU Resources.

After the spinoff, MDU Resources will focus on its regulated energy delivery business.
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About MDU

a strong infrastructure is the heart of our economy. it is the oil, natural gas and electricity that power business, industry and our daily lives. it is the pipes and wires that connect our homes, factories, offices and stores to bring them to life. it is the transportation network of roads, highways and airports that keeps our economy moving. infrastructure is our business. mdu resources group provides value-added natural resource products and related services that are essential to energy and transportation infrastructure. our company was founded in 1924 as a small electric utility serving a handful of farm communities on the border of montana and north dakota. we realized early the value of delivering a variety of services, and grew our company by developing a core line of businesses. today, we are a multibillion-dollar corporation with operations and customers across the country. mdu resources is the largest publicly traded company headquartered in the four-state region of nor