Attached files
file | filename |
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EX-23.2 - EX-23.2 - NEXTIER OILFIELD SOLUTIONS INC. | d524165dex232.htm |
EX-23.6 - EX-23.6 - NEXTIER OILFIELD SOLUTIONS INC. | d524165dex236.htm |
EX-23.5 - EX-23.5 - NEXTIER OILFIELD SOLUTIONS INC. | d524165dex235.htm |
EX-23.4 - EX-23.4 - NEXTIER OILFIELD SOLUTIONS INC. | d524165dex234.htm |
EX-23.3 - EX-23.3 - NEXTIER OILFIELD SOLUTIONS INC. | d524165dex233.htm |
As filed with the Securities and Exchange Commission on January 17, 2018
Registration No. 333
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Keane Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 1389 | 38-4016639 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Gregory L. Powell
President and Chief Financial Officer
Keane Group, Inc.
2121 Sage Road
Houston, TX 77056
(713) 960-0381
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Stuart D. Freedman, Esq. Antonio L. Diaz-Albertini, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, NY 10022 Phone: (212) 756-2000 Fax: (212) 593-5955 |
William J. Miller, Esq. Cahill Gordon & Reindel LLP 80 Pine Street New York, NY 10005 Phone: (212) 701-3000 Fax: (212) 378-2500 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effectiveness of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-222500
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||||
Non-accelerated filer | ☒ | (Do not check if a smaller reporting company) | Smaller reporting company | ☐ |
CALCULATION OF REGISTRATION FEE
| ||||||||
Title Of Each Class Of Securities To Be Registered |
Amount to be |
Proposed Maximum Offering Price Per Share(1)(2) |
Proposed Offering Price(1)(2) |
Amount Of Registration Fee(3) | ||||
Common Stock |
2,670,015 | $18.25 | $48,727,774 | $6,067 | ||||
| ||||||||
|
(1) | Includes shares of common stock issuable upon exercise of an over-allotment option to purchase additional shares granted to the underwriters. Does not include shares that the Registrant previously registered on the registration statement on Form S-1 (File No. 333-222500). |
(2) | Based on the public offering price. |
(3) | Calculated pursuant to Rule 457(a) under the Securities Act. |
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act.
EXPLANATORY NOTE AND INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE
This Registration Statement on Form S-1 is being filed with the Securities and Exchange Commission (the Commission) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, by Keane Group, Inc. (the Registrant). This Registration Statement incorporates by reference the contents of, including all exhibits to, the Registrants Registration Statement on Form S-1 (File No. 333-222500), originally filed January 11, 2018, as amended (together with its exhibits, the Prior Registration Statement), which was declared effective by the Commission on January 17, 2018.
The Registrant is filing this registration statement for the sole purpose of increasing the aggregate number of shares of common stock offered by 2,670,015 shares. The additional securities that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on January 17, 2018.
Keane Group, Inc. | ||
By: |
/s/ James C. Stewart | |
Name: |
James C. Stewart | |
Title: |
Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer) |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
Title |
Date | ||
/s/ James C. Stewart James C. Stewart |
Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer) | January 17, 2018 | ||
/s/ Gregory L. Powell Gregory L. Powell |
President and Chief Financial Officer (Principal Financial Officer) | January 17, 2018 | ||
/s/ Lamphung Ngo-Burns Lamphung Ngo-Burns |
Chief Accounting Officer (Principal Accounting Officer) |
January 17, 2018 | ||
* Lucas N. Batzer |
Director | January 17, 2018 | ||
* Dale M. Dusterhoft |
Director | January 17, 2018 | ||
* Marc G. R. Edwards |
Director | January 17, 2018 | ||
* James E. Geisler |
Director | January 17, 2018 | ||
* Christian A. Garcia |
Director | January 17, 2018 | ||
* Gary M. Halverson |
Director | January 17, 2018 | ||
* Lisa A. Gray |
Director | January 17, 2018 |
* Shawn Keane |
Director | January 17, 2018 | ||
* Elmer D. Reed |
Director | January 17, 2018 | ||
* Lenard B. Tessler |
Director | January 17, 2018 | ||
* Scott Wille |
Director | January 17, 2018 |
*By |
/s/ Gregory L. Powell |
|||
Gregory L. Powell |
||||
Attorney-in-Fact |
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