Keane Group to acquire RockPile Energy Services in $285M cash, stock deal
Keane Group has entered into an agreement to acquire RockPile Energy Services, a provider of high-quality completion services. The transaction will result in an increase in the size of Keane's fleet by 26%. Under the terms of the agreement, Keane will acquire all issued and outstanding shares of RockPile in a cash and stock transaction. Fixed cash and stock consideration, based on the current trading price of Keane's common stock and subject to certain purchase price adjustments, is approximately $284.5M, comprised of $135M in cash, approximately 8.7M shares of Keane's common stock and approximately $26.5M for capital expenditures for 30,000 previously ordered hydraulic fracturing horsepower. The new horsepower is expected to be delivered and deployed to the Bakken in the fourth quarter under a dedicated agreement with an existing customer. Further, subject to certain conditions, the agreement includes contingent consideration of up to $20M, or $2.30 per share of common stock issued to the sellers in the transaction, through a contingent value right if the trading price of Keane's common stock is less than $19.00 a share during a trading period ending on the nine-month maturity date of the right. The acquisition is expected to be completed by July 31. RockPile owns 245,000 hydraulic fracturing horsepower, 8 wireline trucks, 12 workover rigs and 10 cement units. RockPile's completion assets are currently 100% utilized and deployed under market responsive agreements with high quality customers, the company said.