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): October 22, 2019
KEANE GROUP, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
001-37988 |
38-4016639 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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1800 Post Oak Boulevard, Houston, Texas |
77056 |
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(Address of principal executive offices) |
(Zip Code) |
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(713) 357-9490
Registrant’s telephone number, including area code
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 (see General Instruction A.2. below):
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, $0.01 par value |
FRAC |
New York Stock Exchange |
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 5.07. | Submission of Matters to a Vote of Security Holders. |
On October 22, 2019, Keane Group, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). A total of 94,830,715 shares, or approximately 90.3% of the Company’s outstanding shares of common stock, were represented in person or by proxy at the Special Meeting. At the Special Meeting, the stockholders of the Company voted on the following three proposals, set forth in the Company’s joint proxy statement/prospectus filed with the Securities and Exchange Commission on September 6, 2019: (1) approve the issuance of shares of the Company’s common stock to stockholders of C&J Energy Services, Inc. (“C&J”) in connection with the Agreement and Plan of Merger, dated as of June 16, 2019, by and among C&J, the Company and King Merger Sub Corp., a wholly owned subsidiary of the Company (“Merger Sub”), pursuant to which Merger Sub will merge with and into C&J, with C&J surviving the merger as a wholly owned subsidiary of the Company (the “Keane Share Issuance Proposal”); (2) approve, on a non-binding advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers in connection with the merger (the “Keane Compensation Proposal”); and (3) approve the adjournment of the Special Meeting to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Keane Share Issuance Proposal or to ensure that any supplement or amendment to the joint proxy statement/prospectus is timely provided to the Company’s stockholders (the “Keane Adjournment Proposal”). The final results of the voting of each proposal are set forth below.
Proposal 1 – The Keane Share Issuance Proposal.
The Company’s stockholders approved Proposal 1. The votes cast were as follows:
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For |
Against |
Abstain |
Broker Non-Votes |
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94,582,681 |
24,969 |
223,065 |
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Proposal 2 – The Keane Compensation Proposal.
The Company’s stockholders approved Proposal 2. The votes cast were as follows:
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For |
Against |
Abstain |
Broker Non-Votes |
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80,728,064 |
13,846,190 |
256,461 |
— |
Proposal 3 – The Keane Adjournment Proposal.
Because the Company’s stockholders approved the Keane Share Issuance Proposal, the vote on the adjournment of the Special Meeting was not called.
| Item 7.01. | Regulation FD Disclosure. |
On October 22, 2019, the Company and C&J issued a joint press release announcing stockholder approval of the merger, as well as announcing the combined company name, NexTier Oilfield Solutions Inc. A copy of the joint press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit No. |
Description of Exhibit |
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99.1 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Keane Group, Inc. |
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Dated: October 22, 2019 |
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By: |
/s/ Kevin M. McDonald |
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Kevin M. McDonald |
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Executive Vice President, General Counsel and Secretary |
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Exhibit 99.1
C&J Energy Services and Keane Shareholders Approve Merger of Equals, Announce New
Combined Company Name
Upon Completion of the Merger, Combined Company will be NexTier Oilfield Solutions
HOUSTON, October 22, 2019 – C&J Energy Services, Inc. (“C&J”) (NYSE: CJ) and Keane Group, Inc. (“Keane”) (NYSE: FRAC) today announced that the shareholders of both companies approved all of the proposals necessary for the closing of the previously announced all-stock merger of equals between Keane and C&J. The merger of equals is anticipated to close on October 31, 2019, following the satisfaction of other customary closing conditions.
At the special meeting of C&J shareholders held today in Houston, Texas, C&J shareholders voted to approve the pending transaction with Keane. Approximately 83% of the outstanding shares of C&J common stock voted at the C&J special meeting, with more than 99% of the votes cast in favor of adoption of the merger agreement.
At the special meeting of Keane shareholders held today in Houston, Texas, Keane shareholders voted to approve the pending transaction with C&J. Approximately 90% of the outstanding shares of Keane common stock voted at the Keane special meeting, with more than 99% of the votes cast in favor of approving the issuance of Keane common stock to current C&J stockholders pursuant to the merger agreement.
Upon the closing of the merger, C&J and Keane will create a new leading well completion and production services company to be called NexTier Oilfield Solutions Inc. NexTier Oilfield Solutions’ common stock will trade on the New York Stock Exchange under the ticker symbol “NEX”.
“We are pleased that shareholders voted in favor of this combination, which creates an industry-leading, diversified oilfield services provider,” said Robert Drummond, the designated Chief Executive Officer of NexTier Oilfield Solutions Inc. “Today’s approvals represent a key milestone in completing the transaction and clearly support our view that this merger of equals will provide many strategic and financial benefits, with our increased scale and density across services and geographies and a prominent presence in the most active U.S. basins.”
“We appreciate the strong support we have received from shareholders for the transaction,” said Don Gawick, President and Chief Executive Officer of C&J. “In forming a leading U.S. well completions and production services company with Keane, we look forward to continuing our work together to realize the value this combination can bring to our employees, shareholders, customers, suppliers, and the communities in which we operate.”
C&J and Keane will each file the final vote results for their respective special meetings on a Form 8-K with the U.S. Securities and Exchange Commission.
About C&J Energy Services, Inc.
C&J Energy Services, Inc. is a leading provider of well construction and intervention, well completion, well support and other complementary oilfield services and technologies to independent and major oilfield companies engaged in the exploration, production and development of oil and gas properties in onshore basins throughout the continental United States. C&J offers a diverse, integrated suite of services across the life cycle of the well, including hydraulic fracturing, cased-hole wireline and pumpdown, cementing, coiled tubing, rig services, fluid management, other completions logistics, and specialty well site support services. C&J is headquartered in Houston, Texas and operates across all active onshore basins in the continental United States. For additional information about C&J, please visit https://cjenergy.com.
About Keane Group, Inc.
Headquartered in Houston, Texas, Keane is one of the largest pure-play providers of integrated well completion services in the U.S., with a focus on complex, technically demanding completion solutions. Keane’s primary service offerings include horizontal and vertical fracturing, wireline perforation and logging, engineered solutions and cementing, as well as other value-added service offerings.
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties and are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1993, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Where a forward-looking statement expresses or implies an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. The words “believe” “continue,” “could,” “expect,” “anticipate,” “intends,” “estimate,” “forecast,” “project,” “should,” “may,” “will,” “would” or the negative thereof and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond Keane’s and C&J’s control. Statements in this communication regarding Keane, C&J and the combined company that are forward-looking, including projections as to the anticipated benefits of the proposed transaction, the impact of the proposed transaction on Keane’s and C&J’s business and future financial and operating results, the amount and timing of synergies from the proposed transaction, and the closing date for the proposed transaction, are based on management’s estimates, assumptions and projections, and are subject to significant uncertainties and other factors, many of which are beyond Keane’s and C&J’s control. These factors and risks include, but are not limited to, (i) the competitive nature of the industry in which Keane and C&J conduct their business, including pricing pressures; (ii) the ability to meet rapid demand shifts; (iii) the impact of pipeline capacity constraints and adverse weather conditions in oil or gas producing regions; (iv) the ability to obtain or renew customer contracts and changes in customer requirements in the markets Keane and C&J serve; (v) the ability to identify, effect and integrate acquisitions, joint ventures or other transactions; (vi) the ability to protect and enforce intellectual property rights; (vii) the effect of environmental and other governmental regulations on Keane’s and C&J’s operations; (viii) the effect of a loss of, or interruption in operations of, one or more key suppliers, including resulting from product defects, recalls or suspensions; (ix) the variability of crude oil and natural gas commodity prices; (x) the market price and availability of materials or equipment; (xi) the ability to obtain permits, approvals and authorizations from governmental and third parties; (xii) Keane’s and C&J’s ability to employ a sufficient number of skilled and qualified workers to combat the operating hazards inherent in Keane’s and C&J’s industry; (xiii) fluctuations in the market price of Keane’s and C&J’s stock; (xiv) the level of, and obligations associated with, Keane’s and C&J’s indebtedness; and (xv) other risk factors and additional information. In addition, material risks that could cause actual results to differ from forward-looking statements include: the inherent uncertainty associated with financial or other projections; the prompt and effective integration of C&J’s businesses and the ability to achieve the anticipated synergies and value-creation contemplated by the proposed transaction; the risk associated with Keane’s and C&J’s ability to obtain the approval of the proposed transaction by their shareholders required to consummate the proposed transaction and the timing of the closing of the proposed transaction, including the risk that the conditions to the transaction are not satisfied on a timely basis or at all and the failure of the transaction to close for any other reason; the risk that a consent or authorization that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated; unanticipated difficulties or expenditures relating to the transaction, the response of business partners and retention as a result of the announcement and pendency of the transaction; and the diversion of management time on transaction-related issues. For a more detailed discussion of such risks and other factors, see Keane’s and C&J’s filings with the Securities and Exchange Commission (the “SEC”), including under the heading “Risk Factors” in Item 1A of Keane’s Annual Reports on Form 10-K and Form 10-K/A for the fiscal year ended December 31, 2018, filed on February 27, 2019 and August 19, 2019, respectively, and C&J’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed on February 27, 2019 and in other periodic filings, available on the SEC website or www.keanegrp.com or www.cjenergy.com. Keane and C&J assume no obligation to update any forward-looking statements or information, which speak as of their respective dates, to reflect events or circumstances after the date of this communication, or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws. Investors should not assume that any lack of update to a previously issued “forward-looking statement” constitutes a reaffirmation of that statement.
Contacts
Keane Investor Contact
Greg Powell
President & CFO
investors@keanegrp.com
Marc Silverberg
Managing Director (ICR)
marc.silverberg@icrinc.com
C&J Investor Contact
Jan Kees “JK” van Gaalen
Chief Financial Officer
investors@cjenergy.com
Daniel Jenkins
VP – Investor Relations
investors@cjenergy.com
Media
Sharon Stern / Ed Trissel
Joele Frank, Wilkinson Brimmer Katcher
+1 212 355 4449