Simpson Thacher represented J.P. Morgan Securities LLC, in its capacity as selling stockholder, and the underwriters, led by J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, in connection with the secondary offering of 5,656,621 shares of common stock (the “shares”) of Knife River Corporation ("Knife River"), pursuant to a debt-for-equity exchange agreement. The offering included shares sold pursuant to the underwriters’ full exercise of their option to purchase additional shares, and the shares were previously owned by MDU Resources Group, Inc., Knife River’s former parent (“MDU Resources”). Pursuant to the debt-for-equity exchange agreement entered into in connection with this offering, J.P. Morgan Securities LLC received the common stock, offered by it, from MDU Resources in exchange for certain indebtedness of MDU Resources held by an affiliate of J.P. Morgan Securities LLC under MDU Resources’ $310 million term loan agreement (the “Term Loan Credit Facility”).
Simpson Thacher also represented the lender and JPMorgan Chase Bank, N.A., as agent and lead arranger, in connection with the Term Loan Credit Facility. Simpson Thacher previously represented the initial purchasers in Knife River’s debut high yield bond offering and the initial lenders in connection with Knife River’s revolving and term loan credit facilities in April 2023 in connection with Knife River’s spin-off from MDU Resources.
Knife River mines aggregates and markets crushed stone, sand, gravel and related construction materials, including ready-mix concrete, asphalt and other value-added products. Knife River also performs vertically integrated contracting services, specializing in publicly funded DOT projects and private projects across the industrial, commercial and residential space.
The Simpson Thacher team included Dave Azarkh, John O’Connell, Brian Rosenzweig, Evan Zuckerman, Ben Pittenger and Rob Bloomer (Capital Markets); Daniel Kay, Patrick Wolff and Suzanne Kaufman (Credit); Andrew Purcell and Paul Jansch (Tax); Pasco Struhs and Jeff Penn (Executive Benefits); Ryan Stalnaker and Laurel Fresquez (Regulatory); Rachelle Broida (Intellectual Property); Michael Isby (Environmental); and Jennie Getsin (FINRA & Blue Sky).