Keane Group, Inc. (“Keane”) announced that it has completed its
acquisition of RockPile Energy Services (“RockPile”) and expanded
its leadership team with the appointment of Mr. Curt Dacar as Chief
Commercial Officer.
RockPile Acquisition Completion
Keane has completed its previously announced acquisition of
RockPile, with a transaction effective date of July 3, 2017. Fixed
cash and stock consideration, based on the current trading price of
Keane’s common stock and subject to customary post-closing
adjustments, was approximately $276 million, comprised of (i)
approximately $115 million in cash, including $4.4 million in
respect of new hydraulic fracturing horsepower deposits previously
paid by the sellers, (ii) approximately 8.7 million shares of
Keane’s common stock and (iii) approximately $22 million in
remaining capital expenditures for the new hydraulic fracturing
horsepower. Additionally, subject to certain conditions, the
sellers may receive contingent consideration of up to $20 million
(or $2.30 per share of common stock issued to the sellers in the
transaction) through contingent value rights if the trading price
of Keane’s common stock is less than $19.00 a share during a
trading period ending April 2, 2018.
The RockPile transaction increases Keane’s total fleet by
245,000 hydraulic fracturing horsepower, including 30,000
horsepower of Tier 4 units previously ordered, scheduled for
delivery and committed for deployment to an existing customer in
the fourth quarter of 2017. The currently available 215,000
horsepower is fully deployed under agreements with high quality
customers in the Permian and Bakken. Additionally, the acquisition
contributes 8 wireline trucks, 12 workover rigs and 10 cement units
to the Keane fleet, which are currently highly utilized and
deployed under market responsive agreements.
“We are excited about achieving further growth as we add a
high-quality completions business and welcome the RockPile team to
the growing Keane family,” said James Stewart, Chairman and Chief
Executive Officer of Keane. “The combination of Keane and RockPile
increases our pressure pumping capacity by more than 25% and
demonstrates Keane’s commitment to disciplined growth and expansion
of our market leading completions platform while positioning the
company to capitalize on future growth opportunities. We look
forward to working with our expanded customer base, while remaining
focused on Keane’s commitment to delivering the highest quality
completions services in a safe, efficient and reliable manner.”
Executive Appointment
Concurrent with the closing of the RockPile acquisition, Keane
announced that it has appointed Mr. Curt Dacar as Chief Commercial
Officer, effective immediately. Prior to his appointment at Keane,
Mr. Dacar served as Chief Executive Officer of RockPile, which he
co-founded in 2011. His career began with Dowell, a division of Dow
Chemical, and continued with Schlumberger Technology
Corporation. His diverse, 38-year oilfield services career has
included executive management, sales and marketing, engineering and
operational roles throughout the United States. Curt earned a B.S.
in Business Management from Regis University in Denver,
Colorado.
“We are proud of the depth and breadth of expertise possessed by
our seasoned executive leadership team and are fortunate to have an
industry professional like Curt join the team,” said James Stewart.
“Curt’s shared commitment to performance, quality service and
industry-leading safety make him uniquely qualified to ensure we
continue to offer the market leading service quality that our
customers have come to expect.”
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, workover and remedial well service, cementing, as well
as other value-added service offerings. Keane owns approximately
1.2 million hydraulic fracturing horsepower, 31 wireline trucks, 12
workover rigs, 24 cement units and other valuable well completions
equipment. Keane’s broad geographic footprint spans the most
prolific U.S. shale basins including the Permian, Bakken,
Marcellus/Utica, and SCOOP/STACK. Keane prides itself on its
outstanding employee culture, its efficiency and its ability to
meet and exceed the expectations of its customers and communities
in which it operates.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking statements which are
protected as forward-looking statements under the Private
Securities Litigation Reform Act of 1995 that are not limited to
historical facts, but reflect Keane's current beliefs, expectations
or intentions regarding future events, including statements about
the acquisition by Keane of RockPile (the “transaction”). 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 the benefits
and synergies of the proposed transaction, costs and other
anticipated financial impacts of the transaction; capitalization
and debt of Keane in connection with the transaction, the combined
company’s plans, objectives, future opportunities for the combined
company and 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 diversion of
management time on transaction-related issues; the ultimate timing,
outcome and results of integrating the operations of Keane and
RockPile; 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 transaction; expected synergies and
other benefits from the transaction and the ability of Keane to
realize such synergies and other benefits; expectations regarding
regulatory approval of the transaction; 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 Securities and Exchange Commission (“SEC”) filings,
including the most recently filed Forms 10-Q and 10-K. Keane's
filings may be obtained by contacting Keane or the SEC or through
Keane's website at http://www.keanegrp.com or through the SEC's
Electronic Data Gathering and Analysis Retrieval System (EDGAR) at
http://www.sec.gov. Keane undertakes no obligation to publicly
update or revise any forward-looking statement.
Additional Information
Nothing in this press release shall constitute a solicitation to
buy or an offer to sell shares of Keane’s common stock.
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