Alert: MDU Resources Group to Spin-Off Construction Services Business
MDU Resources Group Inc. (NYSE: MDU) has announced that the company’s Board of Directors has approved a plan to separate its construction services business, MDU Construction Services Group Inc., into a standalone, publicly traded company, via a spin-off. Following the separation, MDU Resources will become a pure-play regulated energy delivery company. The transaction, which is targeted to be completed in late 2024, is subject to customary closing conditions including an effectiveness declaration of a Form 10 filing with the SEC, final Board approval, and receipt of opinions or rulings as to the tax-free nature of the transaction, amongst others.
Currently, MDU operates four reportable business segments: 1) Electric, which provides retail electric service to residential, commercial, industrial, and municipal customers located in Montana, North Dakota, Wyoming, and South Dakota via a network of 15 electric generating units; 2) Natural Gas Distribution, which sells retail natural gas to residential, commercial, and industrial customers across eight northwest and northern plains states including Washington, Oregon, Idaho, Montana, Wyoming, North & South Dakota, and Minnesota; 3) Pipeline, which owns and operates regulated and non-regulated pipelines (as well as underground storage facilities) across Montana, Wyoming, North and South Dakota, and Minnesota;; and 4) Construction Services, which provides construction & maintenance services for electrical, gas and communication infrastructure in 40 states.
Notably, MDU completed the spin-off of its aggregates-based, vertically integrated construction materials and contracting provider, Knife River Corp. (NYSE: KNF), in May of 2023. To that end, throughout the process of the Knife River separation, management articulated that it was actively engaged in a strategic review of the remaining businesses and believed that ultimately creating a pure-play regulated delivery company would create value for shareholders. MDU currently retains a 10% ownership stake in KNF.
In terms of guidance, MDU projects 2023E earnings of $155-$165 million from its regulated utility business (i.e., the Electric, Natural Gas Distribution and Pipeline segments) with previous commentary suggesting a longer-term growth rate of ~5%-8%, driven by rate base and customer base increases. At Construction Services, sales are expected to be $2.8-$3.0 billion with EBITDA of $210-$230 million. [Note: management’s forecasts do not include one-time costs associated with its strategic initiatives.] Current consolidated consensus estimates are for $4.86 billion and $720 million of revenue and adj. EBITDA in 2023 and $4.68 billion and $690 million in 2024E. To that end, based on guidance, commentary and industry trends it could be reasonably, if not conservatively, projected that MDU’s Utility and Construction Services businesses generate 2024E adj. EBITDA of $490 million, $234 million, respectively.
In terms of valuation, the broader regulated utility business (i.e., the Electric, Natural Gas Distribution and Pipeline segments) could be compared with regional electric & gas utilities, such as including Allete Inc. (NYSE: ALE), Alliant Energy (NYSE: LNT), Ameren Corp. (NYSE: AEE), CenterPoint Energy (NYSE: CNP), Consolidated Edison (NYSE: ED), NiSource (NYSE: NI), NorthWestern Corp. (NYSE: NWE), Public Service Enterprise Group (NYSE: PEG), amongst others, which trade at 10.0x 2024E EV/EBITDA while Construction Services could be imperfectly compared with peers, such as Aecon Group (ARE CN), Flour Corp. (NYSE: FLR), MasTec Inc. (NYSE: MTZ), and Primoris Services Corp. (NASDAQ: PRIM), amongst others, which trade at ~6.0x 2024E EV/EBITDA.
Applying peer multiples to each business implies segment values of ~$4.9 billion, ~$1.4 billion, respectively. Accounting for net debt of ~$2.37 billion as well as the current value of MDU’s 10% stake in KNF, yields a total value of ~$5.4 billion or ~$26 per share (based on a share outstanding of 203.6 million).