MDU RESOURCES GROUP INC

Transcription

1 MDU RESOURCES GROUP INC FORM 8-K (Current report filing) Filed 10/01/08 for the Period Ending 10/01/08 Address 1200 WEST CENTURY AVENUE BISMARCK, ND Telephone CIK Symbol MDU SIC Code Mining & Quarrying of Nonmetallic Minerals (No Fuels) Industry Natural Gas Utilities Sector Utilities Fiscal Year 12/31 Copyright 2008, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C 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) October 1, 2008 (September 26, 2008) MDU Resources Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.) incorporation) 1200 West Century Avenue P.O. Box 5650 Bismarck, North Dakota (Address of principal executive offices) (Zip Code) Registrant s telephone number, including area code (701) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

3 Item 1.01 Entry into a Material Definitive Agreement. MDU Resources Group, Inc. Term Loan Agreement On September 26, 2008, MDU Resources Group, Inc. (the "Company") entered into a term loan agreement (the Loan Agreement ) with Wells Fargo Bank, National Association, as administrative agent, and the lenders thereunder, providing for a commitment amount of $175 million to be used in connection with the financing of the Intermountain Gas Company ( Intermountain ) acquisition discussed in Item 2.01 below. The Company borrowed $170 million under the Loan Agreement on October 1, 2008, in connection with the closing of the Intermountain acquisition. The loan matures on March 24, 2009, and is subject to mandatory prepayment provisions upon (i) the incurrence of debt obligations by the Company, MDU Energy Capital, LLC, a subsidiary of the Company that indirectly owns Intermountain ( Energy Capital ) or Prairie Intermountain Energy Holdings, LLC, a subsidiary of Energy Capital that directly owns Intermountain ( Prairie Intermountain ) or (ii) the issuance of capital stock by the Company, Energy Capital or Prairie Intermountain. The Loan Agreement contains customary covenants and default provisions, including covenants of the Company not to permit, as of the end of any fiscal quarter, (i) the ratio of funded debt to total capitalization (determined on a consolidated basis) to be greater than 65 percent or (ii) the ratio of funded debt to capitalization (determined with respect to the Company only, excluding its subsidiaries) to be greater than 65 percent. The Loan Agreement also includes a covenant that does not permit the ratio of the Company s earnings before interest, taxes, depreciation and amortization to interest expense (determined with respect to the Company alone, excluding its subsidiaries), for the twelvemonth period ended each fiscal quarter, to be less than 2.5 to 1. MDU Energy Capital, LLC Amendment to Master Shelf Agreement On October 1, 2008, Energy Capital entered into an amendment (the Amendment ) to its Master Shelf Agreement, dated as of August 9, 2007, with Prudential Investment Management, Inc., The Prudential Insurance Company of America, and the holders of the notes issued thereunder (as amended, the Agreement ). The Amendment increased the facility amount from $125 million to $175 million and includes a covenant by Energy Capital not to permit the ratio of Intermountain s total debt (determined on a consolidated basis) to total capitalization to be greater than 65 percent. On October 1, 2008, Energy Capital borrowed $80 million under the Agreement. The indebtedness consists of $30 million of senior notes due October 1, 2013 and $50 million of senior notes due October 1, Energy Capital used the proceeds from the borrowing to pay a dividend to the Company which, in turn, used this dividend to partially fund the acquisition of Intermountain. Item 2.01 Completion of Acquisition or Disposition of Assets. On October 1, 2008, the Company issued a press release announcing that its acquisition of all of the outstanding equity securities of Intermountain from Intermountain Industries, Inc. has been finalized. The enterprise value of the transaction, including outstanding Intermountain indebtedness, is approximately $328 million. A copy of the press release is incorporated by reference herein and is attached as Exhibit 99. 2

4 Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure set forth above under Item 1.01 is hereby incorporated by reference in this Item Item 9.01 Financial Statements and Exhibits. (d) Exhibits 99 Press release issued October 1,

5 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. MDU RESOURCES GROUP, INC. Dated: October 1, 2008 By /s/ Vernon A. Raile Vernon A. Raile Executive Vice President, Treasurer and Chief Financial Officer 4

6 EXHIBIT INDEX Exhibit Number 99 Description of Exhibit Press Release issued October 1,

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8 Exhibit 99 Intermountain Gas Company acquisition completed; company joins MDU Resources Group BISMARCK, N.D. Oct. 1, 2008 MDU Resources Group, Inc. (NYSE:MDU) announced today that its acquisition of Intermountain Gas Company, a wholly-owned subsidiary of privately held Intermountain Industries, Inc., has been finalized. The enterprise value of the transaction, including indebtedness, is approximately $328 million. Intermountain Gas, headquartered in Boise, Idaho, serves more than 300,000 customers in 74 communities in Idaho, including the Boise metropolitan area, Twin Falls, Sun Valley, Pocatello and Idaho Falls. Intermountain began operations in 1956 and employs 332 people. We are extremely pleased with this acquisition, said Terry D. Hildestad, president and chief executive officer of MDU Resources. Intermountain operates in a high-growth area and its employee base is outstanding. This is just a great fit for our utility business. With the addition of Intermountain, MDU Resources Group s total utility customer base exceeds 930,000 customers. We ve been in the utility business for more than 80 years, said Dave Goodin, president and chief executive officer of the corporation s utility business. We are committed to continue the high level of service that Intermountain customers have come to expect. Intermountain is now an indirect wholly owned subsidiary of MDU Resources, continuing to operate as Intermountain Gas Company. Intermountain will join Montana-Dakota Utilities Co., Great Plains Natural Gas Co. and Cascade Natural Gas Corp. as MDU Resources utility business units. The utility business now serves approximately 810,000 natural gas customers in Idaho, North Dakota, Minnesota, Montana, Oregon, South Dakota, Washington and Wyoming, as well as approximately 121,000 electric customers in North Dakota, Montana, South Dakota and Wyoming. MDU Resources Group, Inc., a member of the S&P MidCap 400 index, provides value-added natural resource products and related services that are essential to energy and transportation infrastructure, operating in three core lines of business: energy, construction materials and utility resources. MDU Resources includes natural gas and oil production, natural gas pipelines and energy services, construction materials and contracting, construction services, and electric and natural gas utilities. For more information about MDU Resources, see the company s Web site at or contact the Investor Relations Department at investor@mduresources.com. Contacts: Financial: Vernon A. Raile, executive vice president, treasurer and chief financial officer, (701) Phyllis A. Rittenbach, director - investor relations, (701)

9 Media: Richard Matteson, director of communications and public affairs, (701) Mark Hanson, senior public relations representative, (701)

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