Keane Group To Acquire RockPile Energy For Up To US$304.5 Million

Published: May 18 2017
Deal Summary

Keane Group, Inc., a provider of integrated well completion services to oil and gas industry, entered into an agreement to acquire RockPile Energy Services, LLC, an integrated provider of completions services, for a purchase consideration of up to US$304.5 million (MM), including contingent payment of up to US$20 MM.

Under the terms, of the total consideration Keane Group will pay US$135 MM in cash; approximately US$123 MM through the issuance of approximately 8.7 MM shares; and approximately US$26.5 MM for capital expenditures for 30,000 previously ordered hydraulic fracturing horsepower. The contingent payment is conditioned through a contingent value right, if the trading price of shares of Keane Group is less than US$19 per share during a trading period ending on the nine-month maturity date of the right.

Keane Group will finance the cash portion of the consideration from its additional term loans, together with cash from its balance sheet.

RockPile is a provider of completions services, primarily providing hydraulic fracturing solutions with integrated wireline in the prolific Bakken and Permian basins. RockPile owns 245,000 hydraulic fracturing horsepower, 8 wireline trucks, 12 workover rigs and 10 cement units. RockPile has a total fleet of 245,000 hydraulic fracturing horsepower including 30,000 horsepower of Tier 4 units previously ordered by RockPile and scheduled for delivery in the fourth quarter of 2017.

The transaction will enable Keane Group to expand its service offerings. The transaction is expected to be completed by July 31, 2017, subject to standard regulatory approvals and satisfaction of customary closing conditions.

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