SEC Comment Letter 0000000000-23-002799 to Knife River Corp (KNF)
Knife River Corp
Date: March 21, 2023 · CIK: 0001955520 · Accession: 0000000000-23-002799
AI Filing Summary & Sentiment
File numbers found in text: 001-41642
Letter
United States securities and exchange commission logo March 21, 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 Registration Statement on Form 10-12B Filed March 10, 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. Form 10 filed on March 10, 2023 Notes to Unaudited Pro Forma Consolidated Financial Statements Note 2 - Transaction Accounting Adjustments, page 58 1.Please expand your disclosure to clarify the nature of the additional employee-related assets and obligations that will be given pro forma effect in adjustment C. 2.We note the reclassification of certain transactions historically included in related-party accounts to be given pro forma effect in adjustment D. Please tell us more about your conclusion that the 19.9% retention of Knife River Holding Company by MDU Resources is not reflective of a related-party relationship as contemplated in FASB ASC 850.
FirstName LastNameDavid L. Goodin Comapany NameKnife River Holding Company March 21, 2023 Page 2 FirstName LastName David L. Goodin Knife River Holding Company March 21, 2023 Page 2 Note 3 - Autonomous Entity Adjustments, page 60 3.Please expand your disclosures for pro forma adjustments J and K to describe any material uncertainties and assumptions associated with each autonomous entity adjustment. 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
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United States securities and exchange commission logo
March 21, 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
Registration Statement on Form 10-12B
Filed March 10, 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.
Form 10 filed on March 10, 2023
Notes to Unaudited Pro Forma Consolidated Financial Statements
Note 2 - Transaction Accounting Adjustments, page 58
1.Please expand your disclosure to clarify the nature of the additional employee-related
assets and obligations that will be given pro forma effect in adjustment C.
2.We note the reclassification of certain transactions historically included in related-party
accounts to be given pro forma effect in adjustment D. Please tell us more about your
conclusion that the 19.9% retention of Knife River Holding Company by MDU Resources
is not reflective of a related-party relationship as contemplated in FASB ASC 850.
FirstName LastNameDavid L. Goodin
Comapany NameKnife River Holding Company
March 21, 2023 Page 2
FirstName LastName
David L. Goodin
Knife River Holding Company
March 21, 2023
Page 2
Note 3 - Autonomous Entity Adjustments, page 60
3.Please expand your disclosures for pro forma adjustments J and K to describe any material
uncertainties and assumptions associated with each autonomous entity adjustment.
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