Everus Construction Group, Inc. has completed the separation of its construction services business through the pro rata distribution of all outstanding common stock to MDU Resources Group, Inc. stockholders, effective as of October 31, 2024. Consequently, Everus is now trading as an independent public company under the ticker symbol "ECG" on the New York Stock Exchange. Details of various agreements related to the separation, including a Separation and Distribution Agreement, Transition Services Agreement, Tax Matters Agreement, and Employee Matters Agreement with MDU Resources, were included with the full text made available as exhibits.
Additionally, Everus entered into a new Credit Agreement on October 31, 2024, which includes a revolving credit facility of up to $225.0 million and a term loan facility of up to $300.0 million, both secured by the Company and its subsidiaries. The credit facilities will mature on October 31, 2029, and have various borrowing conditions and covenants as outlined in the agreement.
Regarding corporate governance, Everus announced the resignation of three directors and the appointment of four new directors, with Dale S. Rosenthal appointed as Board Chair. New compensation plans came into effect October 31, 2024, for executive officers and nonemployee directors, and various officers were appointed to or remained in key executive positions post-distribution.
The Company also adopted a new Code of Conduct and entered into indemnification agreements with directors and officers.
Finally, using proceeds from the credit facilities, Everus made various financial distributions to MDU Resources and/or its subsidiaries.
Names mentioned for clarity: - MDU Resources Group, Inc. - Everus Construction Group, Inc. - Jeffrey S. Thiede - Dale S. Rosenthal - David M. Sparby - Michael S. Della Rocca - Edward A. Ryan - Clark A. Wood - Betty R. Wynn - Nicole A. Kivisto - Paul R. Sanderson (also listed as signatory) - Jason L. Vollmer - Thomas D. Nosbusch - Maximillian J Marcy - Jon B. Hunke