Keane Group, Inc.("Keane") (NYSE:FRAC) today announced that one
of its stockholders, Keane Investor Holdings LLC (the "Selling
Stockholder"), commenced an underwritten secondary offering of
11,000,000 shares of Keane's common stock. The Selling Stockholder
also intends to grant the underwriters a 30-day option to purchase
up to an additional 1,650,000 shares of Keane common stock.
Keane is not selling any common stock in, and will not receive
any proceeds from, the offering.
Citigroup, J.P. Morgan, Barclays, BofA Merrill Lynch, Goldman
Sachs & Co. LLC and Morgan Stanley are acting as joint
book-running managers for the proposed offering. Piper Jaffray
& Co. and Wells Fargo Securities are acting as senior
co-managers for the proposed offering. Houlihan Lokey and Scotia
Howard Weil are acting as co-managers for the proposed
offering.
This offering will be made only by means of a written
prospectus. A copy of the preliminary prospectus for the offering
may be obtained, when available, from: Citigroup, attention:
Citigroup Inc., c/o Broadridge Financial Services, 1155 Long Island
Avenue, Edgewood, NY 11717, or by telephone at (800) 831-9146; J.P.
Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155
Long Island Avenue, Edgewood, New York 11717, or by email at
prospectus-eq_fi@jpmchase.com; Barclays Capital Inc., c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
NY 11717, or by telephone at (888) 603-5847, or by email at
barclaysprospectus@broadridge.com; BofA Merrill Lynch, attention:
Prospectus Department, NC1-004-03-43, 200 North College Street 3rd
floor, Charlotte, NC 28255-0001, or by email at
dg.prospectus_requests@baml.com; Goldman Sachs & Co. LLC,
Prospectus Department, 200 West Street, New York, NY 10282, or by
telephone at 1-866-471-2526, by facsimile at 212-902-9316 or by
emailing Prospectus-ny@ny.email.gs.com; or Morgan Stanley,
attention: Prospectus Department, 180 Varick Street, 2nd Floor, New
York, NY 10014.
A registration statement, including a prospectus, which is
preliminary and subject to completion, relating to these securities
has been filed with the Securities and Exchange Commission ("SEC")
but has not yet become effective. These securities may not be sold
nor may offers to buy be accepted prior to the time the
registration statement becomes effective. This press release shall
not constitute an offer to sell or the solicitation of an offer to
buy, nor shall there be any sale of these securities in any state
or jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
About Keane Group, Inc.
Headquartered in Houston, Texas, Keane is one of the largest
pure-play providers of integrated well completion services in the
U.S., with a focus on complex, technically demanding completion
solutions. Keane's primary service offerings include horizontal and
vertical fracturing, wireline perforation and logging, engineered
solutions and cementing, as well as other value-added service
offerings.
Forward-Looking Statements
The statements contained in this release that are not historical
facts are forward-looking statements as defined in the Private
Securities Litigation Reform Act of 1995. Words such as “may,”
“will,” “could,” “should,” “expect,” “plan,” “project,” “intend,”
“anticipate,” “believe,” “estimate,” “predict,” “potential,”
“pursuant,” “target,” “continue,” and similar expressions are
intended to identify such forward-looking statements. The
statements in this press release that are not historical
statements, including statements regarding Keane's plans,
objectives, future opportunities for Keane's services, future
financial performance and operating results and any other
statements regarding Keane's future expectations, beliefs, plans,
objectives, financial conditions, assumptions or future events or
performance that are not historical facts, are forward-looking
statements within the meaning of the federal securities laws. These
statements are subject to numerous risks and uncertainties, many of
which are beyond Keane's control, which could cause actual results
to differ materially from the results expressed or implied by the
statements. These risks and uncertainties include, but are not
limited to the operations of Keane; the anticipated funding and
expected delivery of the newbuild fleets; the effects of the
business combination of Keane and RockPile, including the combined
company’s future financial condition, results of operations,
strategy and plans; potential adverse reactions or changes to
business relationships resulting from the completion of the
RockPile transaction; expected synergies and other benefits from
the transaction and the ability of Keane to realize such synergies
and other benefits; results of litigation, settlements and
investigations; actions by third parties, including governmental
agencies; volatility in customer spending and in oil and natural
gas prices, which could adversely affect demand for Keane's
services and their associated effect on rates, utilization, margins
and planned capital expenditures; global economic conditions;
excess availability of pressure pumping equipment, including as a
result of low commodity prices, reactivation or construction;
liabilities from operations; weather; decline in, and ability to
realize, backlog; equipment specialization and new technologies;
shortages, delays in delivery and interruptions of supply of
equipment and materials; ability to hire and retain personnel; loss
of, or reduction in business with, key customers; difficulty with
growth and in integrating acquisitions; product liability;
political, economic and social instability risk; ability to
effectively identify and enter new markets; cybersecurity risk;
dependence on our subsidiaries to meet our long-term debt
obligations; variable rate indebtedness risk; and anti-takeover
measures in our charter documents.
Additional information concerning factors that could cause
actual results to differ materially from those in the
forward-looking statements is contained from time to time in
Keane's SEC filings, including the most recently filed Forms 10-Q
and 10-K. and Keane's Registration Statement on Form S-1, including
the preliminary prospectus, filed with the SEC on January 16, 2018.
Keane undertakes no obligation to publicly update or revise any
forward-looking statement.
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version on businesswire.com: http://www.businesswire.com/news/home/20180116006006/en/
InvestorsICRMarc Silverberg,
646-277-1293marc.silverberg@icrinc.com
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