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EX-99.1 - EX-99.1 - NEXTIER OILFIELD SOLUTIONS INC.d503164dex991.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): January 10, 2018

 

 

KEANE GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-37988   38-4016639

(State or other jurisdiction

of incorporation)

 

(Commission File

Number)

 

(IRS Employer

Identification Number)

 

2121 Sage Road, Houston, Texas   77056
(Address of principal executive offices)   (Zip Code)

(713) 960-0381

Registrant’s telephone number, including area code

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 (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 2.02 Results of Operations and Financial Condition.

On January 10, 2018, Keane Group, Inc. (the “Company”) filed a Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission. In the Registration Statement, within the section “Prospectus Summary—Recent Developments—Preliminary Results for the Three Months Ended December 31, 2017,” the Company included certain preliminary financial information for the three months ended December 31, 2017. A copy of the language included within the section is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The information furnished under this Item 2.02 of this Current Report on Form 8-K, including the accompanying Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed to be incorporated by reference in any previous or subsequent filing by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of the general incorporation language of such filing, except as expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

 

Exhibit

No.

  

Description

99.1    “Prospectus Summary—Recent Developments— Preliminary Results for the Three Months Ended December 31, 2017” as excerpted from the Registration Statement on Form S-1 filed by the Company on January 10, 2018.


EXHIBIT INDEX

 

Exhibit

No.

  

Description

99.1

   “Prospectus Summary—Recent Developments— Preliminary Results for the Three Months Ended December 31, 2017” as excerpted from the Registration Statement on Form S-1 filed by the Company on January 10, 2018.


SIGNATURES

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.

 

    KEANE GROUP, INC.
Date: January 10, 2018     By:   /s/ Phung Ngo-Burns
    Name:   Phung Ngo-Burns
    Title:   Chief Accounting Officer