Keane’s Merger With C&J Energy Services


Simpson Thacher represented a special committee of the board of directors of Keane Group, Inc. in Keane’s announced definitive agreement with C&J Energy Services, whereby the companies will combine in an all-stock merger of equals.

The combined company will be positioned as an industry-leading, diversified oilfield services provider with a pro-forma enterprise value of approximately $1.8 billion. Under the terms of the merger agreement, C&J shareholders will receive 1.6149 shares of Keane common stock for each share of C&J common stock owned. The merger agreement permits C&J to pay its shareholders a cash dividend of $1 per share prior to closing. Upon closing, Keane and C&J shareholders will, in the aggregate, each own 50% of the equity of the combined company on a fully diluted basis. The merger is expected to close in the fourth quarter of 2019, following C&J and Keane shareholder approval, regulatory approvals and receipt of other customary closing conditions.

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.

Citi served as financial advisor and Schulte Roth & Zabel LLP served as legal advisor to Keane. Lazard served as financial advisor and Simpson Thacher & Bartlett advised the Special Committee of the Keane Board.

Morgan Stanley & Co. LLC served as lead financial advisor to C&J, and J.P. Morgan Securities LLC and as a financial advisor to C&J. Kirkland & Ellis served as legal advisor to C&J.

The Simpson Thacher team included Chris May (Picture), Breen Haire and Ana Sanchez (M&A).

The Kirkland & Ellis team was led by transactional partners Adam Larson, Doug Bacon, Kim Hicks and Alex Rose, with assistance from transactional associates Erik Shoemaker, Taylor Anthony, Chad Barton, Colin Mize, Logan Weissler, Adam Wojcik and Cameron McCollum; capital markets partner Matthew Pacey and associates Sara-Ashley Moreno, Caleb Lowery and Andrew Allen; executive compensation partner Scott Price and associates Laura Gallo and Bryan Belok; tax partner Mark Dundon and associates William Dong and Melanie Rosin; debt finance partners William Bos and Kimberly Perdue and associates Lech Wilkiewicz, Shan Khan and Marco Chan; environmental transactions partner Paul Tanaka and associates James Dolphin and Lindsay Dofelmier; energy regulatory partner Brooksany Barrowes and associate Drew Stuyvenberg; technology and IP transactions partner David MacDonald and associate Chris Hinman; antitrust & competition partners Ian John, Marin Boney, Carla Hine, Sarah Jordan and Mike Robert-Smith and associate Brittany Lischinsky; employee benefits partner Alexandra Mihalas and associate Emily Morrison; and employment & labor partner Michael Schulman and associate Melissa Soares.

Involved fees earner: Andrew Allen – Kirkland & Ellis; Taylor Anthony – Kirkland & Ellis; Doug Bacon – Kirkland & Ellis; Brooksany Barrowes – Kirkland & Ellis; Chad Barton – Kirkland & Ellis; Bryan Belok – Kirkland & Ellis; Marin Boney – Kirkland & Ellis; William Bos – Kirkland & Ellis; Cameron McCollum – Kirkland & Ellis; Marco Chan – Kirkland & Ellis; Lindsay Dofelmier – Kirkland & Ellis; James Dolphin – Kirkland & Ellis; William Dong – Kirkland & Ellis; Mark Dundon – Kirkland & Ellis; Laura Gallo – Kirkland & Ellis; Kim Hicks – Kirkland & Ellis; Carla Hine – Kirkland & Ellis; Christopher Hinman – Kirkland & Ellis; Ian John – Kirkland & Ellis; Sarah Jordan – Kirkland & Ellis; Shan Khan – Kirkland & Ellis; Adam Larson – Kirkland & Ellis; Brittany Lischinsky – Kirkland & Ellis; Caleb Lowery – Kirkland & Ellis; David MacDonald – Kirkland & Ellis; Alexandra Mihalas – Kirkland & Ellis; Colin Mize – Kirkland & Ellis; Sara-Ashley Moreno – Kirkland & Ellis; Emily Morrison – Kirkland & Ellis; Matthew Pacey – Kirkland & Ellis; Kimberly Perdue – Kirkland & Ellis; Scott Price – Kirkland & Ellis; Mike Robert-Smith – Kirkland & Ellis; Alex Rose – Kirkland & Ellis; Melanie Rosin – Kirkland & Ellis; Michael Schulman – Kirkland & Ellis; Erik Shoemaker – Kirkland & Ellis; Melissa Soares – Kirkland & Ellis; Drew Stuyvenberg – Kirkland & Ellis; Paul Tanaka – Kirkland & Ellis; Logan Weissler – Kirkland & Ellis; Lech Wilkiewicz – Kirkland & Ellis; Adam Wojcik – Kirkland & Ellis; Breen Haire – Simpson Thacher & Bartlett; Christopher May – Simpson Thacher & Bartlett; Ana Sanchez Restrepo – Simpson Thacher & Bartlett;

Law Firms: Kirkland & Ellis; Simpson Thacher & Bartlett;

Clients: C&J Energy Services; Special Committee of the Keane Board;

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Author: Ambrogio Visconti