Subsequent Events

9 Months Ended

Sep. 30, 2024

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

On October 31, 2024, the Separation was completed through MDU Resources’ Distribution of all of the outstanding shares of Everus common stock to holders of MDU Resources common stock. As a result of the Distribution, stockholders of MDU Resources received one share of the Company's common stock for every four shares of MDU Resources' common stock held at the close of business on October 21, 2024, the record date for the Distribution. Following the Separation, Everus is now a separate independent, publicly traded company under the ticker symbol “ECG” on the New York Stock Exchange.

In connection with the Separation, which was governed by the separation and distribution agreement, the Company entered into various other agreements with MDU Resources to effect the Separation and provide a framework for its relationship with MDU Resources after the Separation, including a transition services agreement, a tax matters agreement and an employee matters agreement. The separation and distribution agreement, the tax matters agreement and the employee matters agreement determine the allocation of assets and liabilities between the companies following the Separation for those respective areas and include any necessary indemnifications related to liabilities and obligations. The transition services agreement provides for the performance of certain services by MDU Resources for the benefit of the Company, or in some cases certain services provided by the Company for the benefit of MDU Resources, for a limited period of up to 20 months following the Separation.

On October 31, 2024, the Company entered into a five-year senior secured credit agreement (“the Credit Agreement”), whereby it has the capacity to incur indebtedness of up to $525.0 million, consisting of $300.0 million in aggregate principal amount of term loans and a $225.0 million revolving credit facility. Letters of credit are available under the Credit Agreement in an aggregate amount of up to $50.0 million. Everus drew $40.0 million under the revolving credit facility on the Separation date due to projected working capital needs. As of November 21, 2024, the date these financial statements were available to be issued, $40.0 million was still outstanding.

The Company received net proceeds of $332.1 million, net of $7.9 million of debt issuance costs. In connection with the borrowings, the Company used $290.0 million of the net proceeds of such indebtedness to repay its $230.0 million outstanding indebtedness with Centennial and to pay a $60.0 million dividend to MDU Resources, with the remaining $42.1 million being retained by the Company. After the Separation, the Company will no longer rely on MDU Resources’ central cash management and financing program and will instead rely on its own credit and financing arrangements.

The Company also entered into a captive insurance arrangement in order to manage its operational risk in connection with the Separation. The Company is in the process of assessing impacts that the captive insurance arrangement may have on its business, financial condition and/or financial results.