SEC Comment Letter 0000000000-23-004567 to Knife River Corp (KNF)
Knife River Corp
Date: May 3, 2023 · CIK: 0001955520 · Accession: 0000000000-23-004567
AI Filing Summary & Sentiment
File numbers found in text: 001-41642
Letter
United States securities and exchange commission logo May 3, 2023 Brian R. Gray President and Chief Executive Officer Knife River Holding Company 1150 West Century Avenue Bismarck, ND 58503 Re:Knife River Holding Company Amendment No. 2 to Registration Statement on Form 10-12B Filed April 28, 2023 File No. 001-41642 Dear Brian R. Gray: 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. 2 to Registration Statement on Form 10-12B Notes to Unaudited Pro Forma Consolidated Financial Statements Note 2 - Transaction Accounting Adjustments, page 59 1.With regard to pro forma adjustment F, please provide us with a reconciliation of the 57,033,536 shares of Knife River Holding Company common stock to be issued on a pro forma basis pursuant to the separation and distribution agreement.
FirstName LastNameBrian R. Gray Comapany NameKnife River Holding Company May 3, 2023 Page 2 FirstName LastName Brian R. Gray Knife River Holding Company May 3, 2023 Page 2 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
May 3, 2023
Brian R. Gray
President and Chief Executive Officer
Knife River Holding Company
1150 West Century Avenue
Bismarck, ND 58503
Re:Knife River Holding Company
Amendment No. 2 to Registration Statement on Form 10-12B
Filed April 28, 2023
File No. 001-41642
Dear Brian R. Gray:
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. 2 to Registration Statement on Form 10-12B
Notes to Unaudited Pro Forma Consolidated Financial Statements
Note 2 - Transaction Accounting Adjustments, page 59
1.With regard to pro forma adjustment F, please provide us with a reconciliation of the
57,033,536 shares of Knife River Holding Company common stock to be issued on a pro
forma basis pursuant to the separation and distribution agreement.
FirstName LastNameBrian R. Gray
Comapany NameKnife River Holding Company
May 3, 2023 Page 2
FirstName LastName
Brian R. Gray
Knife River Holding Company
May 3, 2023
Page 2
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