Attached files
file | filename |
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EX-5.1 - EX-5.1 - NEXTIER OILFIELD SOLUTIONS INC. | d668229dex51.htm |
EX-1.1 - EX-1.1 - NEXTIER OILFIELD SOLUTIONS INC. | d668229dex11.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): December 3, 2018
Keane Group, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-37988 | 38-4016639 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1800 Post Oak Boulevard, Houston, Texas | 77056 | |
(Address of Principal Executive Offices) | (Zip Code) |
(571) 722-0210
(Registrants telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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:
☐ | 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 1.01 | Entry into a Material Definitive Agreement |
Underwriting Agreement
On December 3, 2018, Keane Group, Inc. (the Company) entered into an Underwriting Agreement (the Underwriting Agreement) with Morgan Stanley & Co. LLC (the Underwriter) and Keane Investor Holdings LLC (the Selling Stockholder), relating to the underwritten offering of 5,251,249 shares (the Shares) of the Companys common stock, par value $0.01 per share (the Offering). All of the Shares are being sold by the Selling Stockholder. The Underwriter has agreed to purchase the Shares from the Selling Stockholder pursuant to the Underwriting Agreement at a price of $10.66 per share. In addition, pursuant to the Underwriting Agreement, the Company has agreed to purchase from the Underwriter 520,000 shares of common stock being sold by the Selling Stockholder to the Underwriter, at a price per share equal to the price being paid by the Underwriter to the Selling Stockholders, resulting in an aggregate purchase price of $5,543,200 (the Share Repurchase). The Company intends to fund the Share Repurchase with cash on hand.
The Offering is being made only by means of a prospectus. 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 (Registration No. 333-222831) (the Registration Statement). A prospectus supplement relating to the Offering was filed with the SEC on December 6, 2018. The closing of the Offering and the Share Repurchase is expected to take place on December 6, 2018, subject to the satisfaction of customary closing conditions. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K.
Item 8.01 | Other Events |
Schulte Roth & Zabel LLP, counsel to the Company, has issued an opinion to the Company, dated December 6, 2018, regarding the Shares to be sold in the Offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
KEANE GROUP, INC. (Registrant)
December 6, 2018 | By: | /s/ Kevin M. McDonald | ||
Name: | Kevin M. McDonald | |||
Title: | Executive Vice President, General Counsel & Secretary |