UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 24, 2016
MDU Resources Group, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | 1-3480 | 41-0423660 |
| (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 58506-5650
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code (701) 530-1000
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:
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| | q | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | q | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | q | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | q | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Explanatory Note:
On June 28, 2016, MDU Resources Group, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Form 8-K”) to report a number of matters in connection with the sale of Dakota Prairie Refining, LLC. The Company is filing this amendment to the Form 8-K to include certain exhibits and to provide unaudited pro forma consolidated financial information that was inadvertently omitted from the Form 8-K.
Item 9.01. Financial Statements and Exhibits.
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| (b) | | Pro Forma Financial Information. |
| | Ÿ | Unaudited pro forma consolidated balance sheet of the Company as of March 31, 2016. |
| | Ÿ | Unaudited pro forma consolidated statements of income of the Company for the three months ended March 31, 2016 and the years ended December 31, 2015, 2014 and 2013. |
| | Ÿ | Notes to the unaudited pro forma consolidated financial statements. |
| (d) | | Exhibits. |
| | | 2.1* | Membership Interest Purchase Agreement, dated as of June 24, 2016, between WBI Energy, Inc. and Tesoro Refining & Marketing Company LLC. |
| | | 2.2+ | Purchase and Sale Agreement, dated as of June 9, 2016, by and among Calumet North Dakota, LLC, WBI Energy, Inc., and, as applicable, MDU Resources Group, Inc., Centennial Energy Holdings, Inc., and Calumet Specialty Products Partners, L.P. |
| | | 2.3 | Amendment No. 1 to Purchase and Sale Agreement, dated as of June 9, 2016, by and among Calumet North Dakota, LLC, WBI Energy, Inc., and, as applicable, MDU Resources Group, Inc., Centennial Energy Holdings, Inc., and Calumet Specialty Products Partners, L.P. |
| | | 99.1 | Unaudited pro forma consolidated financial information. |
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| | * | Certain schedules and exhibits have been omitted from Exhibit 2.1 pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedules or exhibits so furnished. The Exhibit Index to this Form 8-K/A lists the omitted schedules and exhibits. |
| + | Certain schedules and exhibits have been omitted from Exhibit 2.2 pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedules or exhibits so furnished. The Exhibit Index to this Form 8-K/A lists the omitted schedules and exhibits. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 20, 2016
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| | MDU RESOURCES GROUP, INC. |
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| | By: | /s/ Doran N. Schwartz |
| | | Doran N. Schwartz |
| | | Vice President and |
| | | Chief Financial Officer |
EXHIBIT INDEX
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| Exhibit Number | Description of Exhibit |
| 2.1* | | Membership Interest Purchase Agreement, dated as of June 24, 2016, between WBI Energy, Inc. and Tesoro Refining & Marketing Company LLC. |
| 2.2+ | | Purchase and Sale Agreement, dated as of June 9, 2016, by and among Calumet North Dakota, LLC, WBI Energy, Inc., and, as applicable, MDU Resources Group, Inc., Centennial Energy Holdings, Inc., and Calumet Specialty Products Partners, L.P. |
| 2.3 | | Amendment No. 1 to Purchase and Sale Agreement, dated as of June 9, 2016, by and among Calumet North Dakota, LLC, WBI Energy, Inc., and, as applicable, MDU Resources Group, Inc., Centennial Energy Holdings, Inc., and Calumet Specialty Products Partners, L.P. |
| 99.1 | | Unaudited pro forma consolidated financial information. |
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| * | Certain schedules and exhibits have been omitted from Exhibit 2.1 pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish copies of the omitted schedules and exhibits upon request by the Securities and Exchange Commission; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedules or exhibits so furnished. |
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| | Omitted Schedules and Exhibits |
| | Schedule 1.3 | Working Capital Statement |
| | Schedule 2.2(a)(ii) | Purchaser Account Information |
| | Schedule 2.2(a)(iii) | Escrow Account Information |
| | Schedule 2.2(a)(ix) | Indebtedness |
| | Schedule 2.2(a)(xv) | Governmental Authorizations and Third-Party Authorizations and Consents |
| | Schedule 2.2(b)(i) | Seller Account Information |
| | Schedule 3.2(a) | No Conflicts |
| | Schedule 3.2(b) | Consents of any Governmental Authority |
| | Schedule 3.3(a) | Ownership and Control |
| | Schedule 3.6 | No Undisclosed Liabilities |
| | Schedule 3.7 | Absence of Certain Changes and Events |
| | Schedule 3.8 | Tax Matters |
| | Schedule 3.8(b) | Tax Returns |
| | Schedule 3.9 | Litigation |
| | Schedule 3.10 | Compliance with Laws |
| | Schedule 3.11(a) | Governmental Authorizations |
| | Schedule 3.11(b) | Compliance with Governmental Authorizations |
| | Schedule 3.12 | Environmental Matters |
| | Schedule 3.13(a) | Real Property |
| | Schedule 3.13(d) | Violations Regarding Real Property and Improvements |
| | Schedule 3.13(e) | Other Real Property Matter |
| | Schedule 3.13(f) | Real Property Documents Modifications and Defaults |
| | Schedule 3.13(h) | Real Property Notices and Consents |
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| | Schedule 3.13(i) | Real Property Options or Rights of First Refusal |
| | Schedule 3.14(a)(i) | Trademarks |
| | Schedule 3.14(d)(i) | Third Party Software |
| | Schedule 3.15(a) | Title to Assets |
| | Schedule 3.16(a) | Benefits Plans |
| | Schedule 3.16(i) | Payments under Benefits Plans |
| | Schedule 3.17(a) | Company Employees |
| | Schedule 3.18 | Insurance |
| | Schedule 3.19(a) | Agreement List & Status |
| | Schedule 3.20 | Affiliate Transactions |
| | Schedule 3.21(a) | Material Suppliers and Material Customers |
| | Schedule 3.21(b) | Relationships with Material Suppliers and Material Customers |
| | Schedule 3.24(c) | Import and Export Compliance |
| | Schedule 4.3(a) | No Conflicts |
| | Schedule 4.3(b) | Consents of any Governmental Authority |
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| | Exhibit A | General Release |
| | Exhibit B | Ventech Assignment and Assumption Agreement |
| | Exhibit C | Transition Services Agreement |
| | Exhibit D | Company Release |
| | Exhibit E | Calumet Release |
| | Exhibit F | Seller Release |
| | Exhibit G | Indemnification Agreement |
| | Exhibit H | Financial Statements |
| | Exhibit I | Escrow Agreement |
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| + | Certain schedules and exhibits have been omitted from Exhibit 2.2 pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish copies of the omitted schedules and exhibits upon request by the Securities and Exchange Commission; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedules or exhibits so furnished.
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| | Omitted Schedules and Exhibits |
| | Exhibit A | Letter of Resignation |
| | Exhibit B | Form of Mutual Tesoro Release |
| | Exhibit C | Form of Mutual Calumet Release |
