On May 18, 2017, Keane Group, Inc. (the Company) entered into a
Purchase Agreement (the Purchase Agreement) with RockPile Energy
Holdings, LLC, a Delaware limited liability company (the Principal
Seller), RockPile Management NewCo, LLC, a Delaware limited
liability company (together with the Principal Seller, the Seller
Parties) and RockPile Energy Services, LLC, a Colorado limited
liability company, on behalf of itself and its subsidiaries
(RockPile), providing for the purchase of 50% of the outstanding
equity interests of RockPile from the Seller Parties (the
Purchase).

Subject to the terms and conditions of the Purchase Agreement,
which has been unanimously approved by the Boards of Directors of
the Company, the Seller Parties will collectively receive, subject
to certain adjustments in the Purchase Agreement, (i) $135 million
in cash, (ii) 8,684,210 shares of the Companys common stock (the
Acquisition Shares) and (iii) approximately $26.5 million for
capital expenditures (including $9 million in deposits previously
paid by the Seller Parties and to be reimbursed by the Company at
closing) for 30,000 previously ordered hydraulic fracturing
horsepower. In addition, subject to the final terms and conditions
of the Keane Group Contingent Value Rights Agreement (the CVR
Agreement) which is expected to be entered into upon completion of
the Purchase (the Closing Date) between the Company and the
Principal Seller, the Principal Seller and certain permitted
assignees (the Permitted Assignees) will receive one
non-transferable contingent value right for each Acquisition Share,
which will collectively entitle the Principal Seller and the
Permitted Assignees to receive an aggregate payment (the Aggregate
CVR Payment Amount) equal to the CVR Payment Amount (as defined
herein) multiplied by the number of Acquisition Shares held by the
Principal Seller on the CVR Payment Date (as defined herein),
provided that the Twenty-Day VWAP (as defined herein) is less than
$19.00. The date of such payment (the CVR Payment Date) shall occur
on the fifth day following the nine month anniversary of the
Closing Date (such anniversary date, the Maturity Date). The CVR
Payment Amount will be equal to the difference between (a) $19.00
and (b) the arithmetic average of the dollar volume weighted
average price of the Companys common stock on each trading day
during twenty (20) trading days randomly selected by the Company
during the thirty (30) trading day period immediately preceding the
last business day prior to the Maturity Date (the Twenty-Day VWAP),
provided>that the CVR Payment Amount shall not exceed $2.30. The
Aggregate CVR Payment Amount shall be reduced on a dollar for
dollar basis if (i) the aggregate gross proceeds received in
connection with the resale of any Acquisition Shares plus (ii) the
product of the number of Acquisition Shares held by the Principal
Seller and the Permitted Assignees on the CVR Payment Date and the
Twenty-Day VWAP plus (iii) the Aggregate CVR Payment Amount exceeds
$165 million. The form of the CVR Agreement is attached as Exhibit
D to the Purchase Agreement, which is filed as Exhibit 10.1 hereto.

In addition, to the terms of the Purchase Agreement, the Company,
the Principal Seller and the Permitted Assignees will enter into a
lock up agreement on the Closing Date which will, subject to
certain exceptions, restrict the ability of the Principal Seller
and the Permitted Assignees to dispose of the Acquisition Shares
(i) for a period from the Closing Date until July 18, 2017 without
the prior written consent of each of the Company and Citigroup
Global Markets Inc. and Morgan Stanley Co. LLC (as representatives
of the several underwriters party to the Companys Underwriting
Agreement, dated January 19, 2017) and (ii) for a period from the
Closing Date until the six month anniversary of the Closing Date
without the prior written consent of the Company. The form of the
lock-up agreement is attached as Exhibit C to the Purchase
Agreement, which is filed as Exhibit 10.1 hereto.

to the terms of the Purchase Agreement, the Company will amend and
restate its Stockholders Agreement with Keane Investor Holdings LLC
(as amended, the Amended and Restated Stockholders Agreement) on
the Closing Date primarily to provide (i) that the Company will be
obligated to register for resale, under certain conditions, the
Acquisition Shares, and (ii) that the Principal Seller will be
entitled to designate, subject to certain conditions, one (1)
observer to the Companys Board of Directors. The form of the
Amended and Restated Stockholders Agreement is attached as Exhibit
B to the Purchase Agreement, which is filed as Exhibit 10.1 hereto.

The Purchase Agreement contains customary representations and
warranties from both the Company, RockPile, and the Seller Parties,
and each have agreed to customary covenants, including, among
others, covenants relating to: (1) the conduct of RockPiles
business during the interim period between the execution of the
Purchase Agreement and the Closing Date (2) RockPiles obligation to
provide interim financial statements and (3) subject to certain
exceptions, the Companys obligations to use reasonable best efforts
to arrange and obtain financing for the Purchase on the terms and
subject only to the terms described in the Commitment Letter (as
defined herein). The Seller Parties and RockPile have also agreed
not to (1) solicit proposals relating to alternative business
combination transactions with respect to RockPile or (2) enter into
any discussions, or enter into any agreement, concerning, or
provide confidential information in connection with, any proposals
for alternative business combination transactions with respect to
RockPile, and immediately cease or cause to be terminated any
existing discussions or negotiations relating to alternative
business combination transactions with respect to RockPile.

Completion of the Purchase is subject to certain customary
conditions, including, among others, (1) receipt of required
regulatory approvals (2) the absence of any injunction, order or
other legal restraint prohibiting the completion of the Purchase;
and (3) delivery of all of the closing deliverables set forth in
the Purchase Agreement. Subject to the receipt of all required
approvals and the satisfaction of all other conditions, the
Purchase is expected to be completed by the end of the second
quarter or early in the third quarter of 2017.

The Purchase Agreement contains certain termination rights for the
Company and the Principal Seller, as the case may be, applicable in
the following circumstances: (1) the mutual written consent of the
parties (2) if the Purchase has not been completed by July 31,
2017, but only if the failure to complete the Purchase is not due
to the failure of the terminating party to comply with the Purchase
Agreement (3) a breach of the Purchase Agreement by the other party
that is not or cannot be cured or is not waived within 30 days
after notice of such breach, if such breach would result in a
failure of the conditions to closing set forth in the Purchase
Agreement (4) if any required regulatory approvals for consummation
of the Purchase or the other transactions contemplated by the
Purchase Agreement are denied and (5) by the Principal Seller,
subject to certain conditions, by reason of the Companys failure to
obtain sufficient financing to complete the Purchase. The Purchase
Agreement provides that, if all of the conditions to the Purchase
have been satisfied and the Company fails to consummate the
Purchase by reason of a failure to consummate the financing
described below, the Company will pay RockPile $21 million.

The foregoing description of the Purchase Agreement and the
Purchase does not purport to be complete and is qualified in its
entirety by reference to the Purchase Agreement, which is filed as
Exhibit 10.1 hereto, and is incorporated into this report, by
reference.

In connection with the Purchase, on May 18, 2017, Keane Group
Holdings, LLC, Keane Frac, LP and KS Drilling, LLC (the Term Loan
Parties) entered into a Commitment Letter (the Commitment Letter to
which Owl Rock Capital Corporation (Owl Rock) committed to provide
on the Closing Date, subject to certain conditions, a $285,000,000
senior secured term loan facility (the New Term Loan Facility), the
proceeds of which will be used as follows (i) $150,000,000 will be
used to repay the aggregate principal amount outstanding under the
existing Term Loan Agreement, dated March 15, 2017, among the
Company, as the parent guarantor, Keane Group Holdings, LLC, as the
lead borrower, the other borrowers party thereto, the other
guarantors party thereto, the lenders party thereto, and Owl Rock,
as administrative and collateral agent (the Existing Term Loan
Agreement), and (ii) the remaining $135,000,000 (the Additional
Financing) will be used (x) to fund the cash consideration in
connection with the Purchase and any other payments required under
the Purchase Agreement, (y) to pay fees and expenses related to the
foregoing and (z) for general corporate purposes. The terms and
conditions governing the New Term Loan Facility will be
substantially similar to the terms and conditions contained in the
Existing Term Loan Agreement. Additionally, at Owl Rock’s election
and with the consent of Keane Group Holdings, LLC, the parties may
document the Additional Financing in the form of an incremental
facility to the Existing Term Loan Agreement which would not
require the repayment of the aggregate principal amount outstanding
under the Existing Term Loan Agreement, but would be made as part
of the facility under the Existing Term Loan Agreement. The
foregoing description of the Commitment Letter does not purport to
be complete and is qualified in its entirety by reference to the
Commitment Letter, which is filed as Exhibit 10.2 hereto, and is
incorporated into this report, by reference.

In connection with the Purchase and Owl Rocks issuance of the
Commitment Letter, Keane Group Holdings, LLC, the Company, Keane
Frac, LP, KS Drilling, LLC, KGH Intermediate Holdco I, LLC, KGH
Intermediate Holdco II, LLC, and Keane Frac GP, LLC entered into an
Amendment and Waiver (the ABL Amendment and Waiver), dated May 18,
2017, to the Asset-Based Revolving Credit Agreement, dated February
17, 2017, by and among Keane Group Holdings, LLC, as lead borrower,
the Company, the other borrowers and guarantors named therein, the
arrangers party thereto, each lender from time to time party
thereto and Bank of America, N.A., as administrative agent and
collateral agent. The ABL Amendment and Waiver primarily provides
for consent of the Purchase and the transactions contemplated by
the Commitment Letter, subject to certain conditions, including
that the Closing Date occurs within 120 days of the date of
execution of the ABL Amendment and Waiver and that any contingent
consideration (other than any net working capital adjustment) due
under the Purchase Agreement is paid within one year of the date of
execution of the ABL Amendment and Waiver. The foregoing
description of the ABL Amendment and Waiver does not purport to be
complete and is qualified in its entirety by reference to the ABL
Amendment and Waiver, which is filed as Exhibit 10.3 hereto, and is
incorporated into this report, by reference.

Item 8.01 Other Events

On May 18, 2017, the Company and RockPile issued a joint press
release announcing the execution of the Purchase Agreement. A copy
of the press release is filed as Exhibit 99.1 and incorporated
herein by reference. Also, the Company intends to make an investor
presentation on May 19, 2017 with respect to the Purchase and
related matters. A copy of the investor presentation is filed as
Exhibit 99.2 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits