Proceeds of Offering to be Distributed to Trican Well Service, L.P.
Keane Group, Inc. ("Keane") (NYSE:FRAC) today announced an underwritten
secondary offering by one of its stockholders, Keane Investor Holdings,
LLC (the "Selling Stockholder"), of 5,251,249 shares of Keane's common
stock (of which Keane intends to repurchase from the underwriter 520,000
shares (the "Repurchase")). All of the proceeds of the offering will be
distributed solely to Trican Well Service, L.P. ("Trican"). Keane is not
selling any common stock in, and will not receive any proceeds from, the
offering. Following such distribution, Trican will cease to hold equity
interests in the Selling Stockholder. Dale M. Dusterhoft, Chief
Executive Officer of Trican, will remain on Keane's board of directors
following the consummation of the proposed offering.
Morgan Stanley & Co. LLC is acting as underwriter for the proposed
offering.
Keane’s per-share purchase price for the repurchased shares will be the
same as the per-share purchase price payable by the underwriter to the
Selling Stockholder. The Repurchase is subject to completion of the
offering and the satisfaction of other customary conditions.
An automatic shelf registration statement (including a prospectus)
relating to the offering of common stock was filed with the Securities
and Exchange Commission (“SEC”) on February 2, 2018 and became effective
upon filing. Before you invest, you should read the prospectus in that
registration statement and the documents incorporated by reference in
that registration statement as well as the prospectus supplement related
to this offering. You may obtain these documents for free by visiting
EDGAR on the SEC website at www.sec.gov.
When available, copies of the prospectus supplement and accompanying
prospectus related to the offering may also be obtained from Morgan
Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd
Floor, New York, NY 10014.
This offering will be made only by means of a prospectus supplement and
the accompanying prospectus. 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. Any offer to buy the securities may be withdrawn or
revoked, without obligation or commitment of any kind, at any time prior
to notice of its acceptance given after the effective date.
Following the completion of this offering, the Selling Stockholder will
own approximately 49.6% of Keane's common stock. As a result, Keane will
cease to be a “controlled company” within the meaning of the corporate
governance standards of the NYSE and, as a result, will no longer
continue to qualify for and rely on exemptions from certain corporate
governance requirements, but may continue to qualify for, and rely on,
certain transition-based exemptions from such corporate governance
requirements.
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 relating to the
consummation of the proposed offering by the Selling Stockholder and
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 company’s future financial condition,
results of operations, strategy and plans; 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, the
prospectus supplement and the accompanying prospectus. Keane undertakes
no obligation to publicly update or revise any forward-looking statement.
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