Knife Riv Holding Co. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Other Events, Financial Statements and Exhibits
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Mining & Quarrying of Nonmetallic Minerals (No Fuels)
Industrials
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) March 7, 2025
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Item 1.01 Entry into a Material Definitive Agreement.
On March 7, 2025 (the “Effective Date”), Knife River Corporation (the “Company”) and certain of its subsidiaries entered into that certain First Amendment (the “First Amendment”) with the lenders and other parties party thereto and JPMorgan Chase Bank, N.A., as administrative agent, amending that certain Credit Agreement, dated as of May 31, 2023 (as previously amended, supplemented or otherwise modified prior to such date, the “Credit Agreement”), among the Company, the lenders and other parties party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.
The First Amendment provides for (a) a five-year, senior secured revolving credit facility with aggregate commitments in an amount equal to $500 million (the “Revolving Credit Facility”), (b) a five-year, senior secured term loan facility in an aggregate principal amount equal to approximately $265 million (the “Term Loan A Facility”) and (c) a seven-year, senior secured term loan facility in an aggregate principal amount equal to $500 million (the “Term Loan B Facility”). Letters of credit are available under the Credit Agreement in an aggregate amount of up to $100 million.
Borrowings under the Revolving Credit Facility and Term Loan A Facility bear interest at an annual rate equal to, at the Company’s option, either (a) term SOFR as defined in a customary manner (“Term SOFR”) or (b) an alternate base rate, plus in each case an applicable rate based on the Company’s consolidated total net leverage ratio. Borrowings under the Term Loan B Facility bear interest at an annual rate equal to, at the Company’s option, either (a) Term SOFR plus 2.00% per annum, in the case of Term SOFR loans, or (b) the alternate base rate plus 1.00% per annum, in the case of alternate base rate loans.
The Revolving Credit Facility and Term Loan A Facility mature on the fifth anniversary of the Effective Date and the Term Loan B Facility matures on the seventh anniversary of the Effective Date, subject to, in the case of the Term Loan B Facility, a springing maturity in certain circumstances.
The First Amendment also modified certain provisions of the Credit Agreement, including to provide for the Term Loan B Facility.
The Company used a portion of the proceeds of the Term Loan B Facility to consummate the previously announced acquisition of Strata Corporation and related assets pursuant to that certain Asset and Equity Purchase Agreement, dated as of December 20, 2024, among KRC Holdings, Inc., Strata Corporation, Glacier Resources, Ltd. and the other parties party thereto (the “Acquisition”) and pay fees and expenses in connection therewith.
JPMorgan Chase Bank, N.A., Bank of America, N.A., MUFG Bank, Ltd., Royal Bank of Canada, U.S. Bank National Association and Wells Fargo Securities, LLC are acting as joint lead arrangers and joint bookrunners in respect of the First Amendment, JPMorgan Chase Bank, N.A., Bank of America, N.A., MUFG Bank, Ltd., Royal Bank of Canada, U.S. Bank National Association and Wells Fargo Securities, LLC are acting as co-syndication agents in respect of the First Amendment, TD Securities (USA) LLC is acting as documentation agent in respect of the First Amendment, and PJT Partners LP is acting as financial advisor to the Company in connection with the First Amendment.
The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, as amended by the First Amendment, which is filed as Exhibit 10.1 to this 8-K and incorporated by reference herein.
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.
Item 8.01. Other Events.
On March 10, 2025, the Company issued a press release announcing the completion of the Acquisition. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
borrower, the guarantors party thereto, the lenders and other parties party thereto,
and JPMorgan Chase Bank, N.A., as administrative agent.†
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
† Certain exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon its request.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Knife River Corporation
| Date March 10, 2025 | By /s/ Karl A. Liepitz | |||||||
| Karl A. Liepitz | ||||||||
| Vice President, Chief Legal Officer and Secretary | ||||||||
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