United States securities and exchange commission logo
April 17, 2023
David L. Goodin
President and Chief Executive Officer
Knife River Holding Company
1150 West Century Avenue
Bismarck, ND 58503
Re: Knife River Holding
Company
Amendment No. 1 to
Registration Statement on Form 10-12B
Filed April 7, 2023
File No. 001-41642
Dear David L. Goodin:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response and any amendment you may file in
response to these
comments, we may have additional comments.
Amendment No. 1 to Form 10 filed April 7, 2023
Selected Historical and Pro Forma Consolidated Financial Data, page 52
1. We note your disclosure
of EBITDA Margin and Adjusted EBITDA Margin on a
consolidated basis.
Please revise your disclosure here and in other areas of the filing
where these non-GAAP
measures are disclosed on a consolidated basis, to provide the
most directly
comparable GAAP measure with equal or greater prominence to comply
with Item
10(e)(1)(i)(A) of Regulation S-K. Refer to Question 102.10(a) of the
Compliance and
Disclosure Interpreations for Non-GAAP Measures.
David L. Goodin
FirstName
Knife RiverLastNameDavid L. Goodin
Holding Company
Comapany
April NameKnife River Holding Company
17, 2023
April 217, 2023 Page 2
Page
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 92
2. We note your statement that Knife River Holding Company targets a
normalized capital
structure of 2.5 times EBITDA through the net working capital cycle.
Please revise to
clarify your meaning of normalized capital structure and net working
capital cycle.
Exhibits
3. We note your disclosure in various places throughout your information
statement that in
connection with the separation and distribution, Knife River Holding
Company anticipates
that it will incur indebtedness in an aggregate principal amount of up
to $890 million,
reflecting an aggregate principal amount of up to $700 million,
consisting of some
combination of term loans and other debt, issued in connection with
the separation, and a
Revolving Credit Facility of $350 million that Knife River Holding
Company expects to
enter into in connection with the separation, with $190 million of the
facility withdrawn as
of the separation date. Please disclose the material terms of these
debt and credit
agreements and please file a copy of such agreements as exhibits when
they are available.
Refer to Item 601(b) of Regulation S-K.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Jennifer O'Brien, Staff Accountant, at (202) 551-3721
or Shannon
Buskirk, Staff Accountant, at (202) 551-3717 if you have questions regarding
comments on the
financial statements and related matters. Please contact George K. Schuler,
Mining Engineer, at
(202) 551-3718 if you have questions regarding comments on the mining related
matters. Please
contact Anuja Majmudar, Attorney-Adviser, at (202) 551-3844 or Kevin Dougherty,
Attorney-
Adviser, at (202) 551-3271 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Energy
& Transportation
cc: John L. Robinson