mdu8kagreement.htm
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
Date
of Report (Date of earliest event reported) August 16, 2007 (August 14,
2007)
MDU
Resources Group, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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1-3480
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41-0423660
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(State
or other jurisdiction of
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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incorporation)
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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
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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q
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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q
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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q
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
1.01. Entry into a Material Definitive
Agreement.
On
August 14, 2007, MDU Energy Capital,
LLC (MDU Energy Capital) entered into a $125 million master shelf agreement
(dated as of August 9, 2007), and borrowed $50 million under the
agreement. The indebtedness consists of $25 million of senior notes
due October 22, 2012 and $25 million of senior notes due May 15,
2013. MDU Energy Capital used the proceeds from the borrowing to pay
a dividend to MDU Resources Group, Inc. (Company). The Company, in
turn, used this dividend to partially repay outstanding term loan indebtedness
that it incurred to fund the acquisition of Cascade Natural Gas Corporation
(Cascade) on July 2, 2007.
The
master shelf agreement contains customary covenants and provisions, including
covenants of MDU Energy Capital not to permit (i) the ratio of its total debt
(on a consolidated basis) to adjusted total capitalization to be greater than
70
percent, or (ii) the ratio of subsidiary debt to subsidiary capitalization
to be
greater than 65 percent. The agreement also includes a covenant requiring the
ratio of MDU Energy Capital earnings before interest and taxes to interest
expense (on a consolidated basis), for the twelve month period ended each fiscal
quarter (commencing with the fiscal quarter ended September 30, 2007), to be
greater than 1.5 to 1. In addition, payment obligations under the
master shelf agreement may be accelerated upon the occurrence of an event of
default (as described in the agreement). MDU Energy Capital may incur
additional indebtedness under the master shelf agreement, up to a total of
$125
million, until the earlier of August 14, 2010 or such time as the agreement
is
terminated by either of the parties thereto.
A
copy of
the master shelf agreement is attached as Exhibit 4 to this Current Report
on
Form 8-K. The description of the material terms of the master shelf
agreement is qualified in its entirety by reference to such
exhibit.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
The
disclosure set forth above under
Item 1.01 is hereby incorporated by reference in this Item 2.03.
Item
9.01. Financial Statements and Exhibits.
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4
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MDU
Energy Capital, LLC Master Shelf Agreement, dated as of August 9,
2007,
among MDU Energy Capital, LLC and the Prudential Insurance Company
of
America
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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MDU
RESOURCES GROUP, INC.
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Date
August 16, 2007
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By /s/
Doran N. Schwartz
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Doran
N. Schwartz
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Vice
President and
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Chief
Accounting Officer
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EXHIBIT
INDEX
Exhibit
Number
4
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Description
of Exhibit
MDU
Energy Capital, LLC Master Shelf Agreement, dated as of August 9,
2007,
among MDU Energy Capital, LLC and the Prudential Insurance Company
of
America
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