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 11, 2019
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) | |||
(713) 357-9490
(Registrant’s 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 8.01 |
Other Events. |
On January 11, 2019, Keane Group, Inc. (the “Company”) filed a prospectus supplement to its prospectus dated February 1, 2018 relating to the offering by Keane Investor Holdings LLC (“Keane Investor”) of shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company from time to time. The prospectus supplement was filed at the request of Keane Investor pursuant to an existing stockholders’ agreement by and between the Company and Keane Investor. Schulte Roth & Zabel LLP, counsel to the Company, has issued an opinion to the Company, dated January 11, 2019, regarding such shares of Common Stock. 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
| Exhibit No. | Description | |
| 5.1 | Opinion of Schulte Roth & Zabel LLP | |
| 23.1 | Consent of Schulte Roth & Zabel LLP (included in Exhibit 5.1 above) | |
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) | ||||||
| January 11, 2019 | By: |
/s/ Kevin M. McDonald |
||||
| Name: | Kevin M. McDonald | |||||
| Title: | Executive Vice President, General Counsel & Secretary | |||||
Exhibit 5.1
January 11, 2019
Keane Group, Inc.
1800 Post Oak Blvd Suite 450
Houston, TX 77056
Ladies and Gentlemen:
We have acted as counsel to Keane Group, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-3 (File No. 333-222831) (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), relating to an aggregate of 51,668,175 shares of the Company’s common stock, par value $0.01 per share, that may be sold from time to time by certain selling stockholders (the “Selling Stockholder Shares”). The Selling Stockholder Shares may be offered and sold from time to time pursuant to the plan of distribution set forth in the Prospectus (as defined herein).
In connection with the opinions expressed below, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Registration Statement, the Company’s prospectus dated February 2, 2018 (the “Base Prospectus”), as supplemented by the Company’s prospectus supplement, dated January 11, 2019 (together with the Base Prospectus, the “Prospectus”), filed by the Company pursuant to Rule 424(b) of the rules and regulations of the Commission under the Securities Act, and the Certificate of Incorporation and Bylaws of the Company, both of which were filed with the Commission on March 21, 2017 as exhibits to Company’s Annual Report on Form 10-K and have been incorporated by reference as exhibits to the Registration Statement, and such other agreements, certificates and documents of public officials, officers and other representatives of the Company and others as we have deemed necessary as a basis for our opinions set forth below.
In our examination, we have assumed (a) the legal capacity of all natural persons executing the Registration Statement, and such other agreements, certificates and documents, (b) the genuineness of all signatures thereon, (c) the authority of all persons signing the Registration Statement and such other agreements, certificates and documents on behalf of the parties thereto, (d) the authenticity of all documents submitted to us as originals, (e) the conformity to original documents of all documents submitted to us as certified or photostatic copies and (f) the authenticity of the originals of such latter documents. As to any facts material to this opinion that were not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Company and others.
Keane Group, Inc.
January 11, 2019
Page 2
Based upon the foregoing, and such other investigations as we have deemed necessary and subject to the qualifications included in this letter, we are of the opinion that the Selling Stockholder Shares are validly issued, fully paid and non-assessable.
We do not express any opinion herein concerning any laws other than the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K and to the reference to this firm under the heading “Legal Matters” in the Prospectus. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Schulte Roth & Zabel LLP