Knife River Holding Company
1150 West Century Avenue
Bismarck, ND 58503
May 8, 2023
VIA EDGAR SUBMISSION
Office of Energy & Transportation
Division of Corporation Finance
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549
| Attention: | Jennifer O’Brien |
Shannon Buskirk
George K. Schuler
Anuja Majmudar
Kevin Dougherty
| Re: | Knife River Holding Co. |
Registration Statement on Form 10-12B
File No. 001-41642
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form 10-12B (File No. 001-41642) (as amended, the “Registration Statement”), filed by Knife River Holding Company (the “Company”) with the U.S. Securities and Exchange Commission (the “Commission”).
The Company hereby requests that the effective date for the Registration Statement be accelerated to 4:00 p.m., Eastern time, on May 10, 2023, or as soon as practicable thereafter, pursuant to Section 12(d) of the U.S. Securities Exchange Act of 1934, as amended, and Rule 12d1-2 thereunder.
If the Staff has any further questions or comments concerning this letter, or if you require any additional information, please feel free to contact the Company’s counsel, John L. Robinson of Wachtell, Lipton, Rosen & Katz, at (212) 403-1056. We request that we be notified of the effectiveness of the Registration Statement by a telephone call to Mr. Robinson and that such effectiveness also be confirmed in writing.
U.S. Securities and Exchange Commission
May 8, 2023
Page 2
| | Sincerely, |
| | | |
| | Knife River Holding Company |
| | | |
| | /s/ Brian R. Gray
|
| | Name: | Brian R. Gray |
| | Title: | President and Chief Executive Officer |
| cc: | Karl A. Liepitz, Vice President, General Counsel
and Secretary, MDU Resources Group, Inc. |
Andrew R. Brownstein, Wachtell, Lipton, Rosen & Katz
