cash or through a return of a portion of its interests in Keane Group Holdings, LLC to Keane Group Holdings, LLC), against which we have asserted certain claims. In addition, the seller indemnity
is further partially backstopped by a representations and warranties insurance policy for the benefit of Keane Group Holdings, LLC.
As a result of the Trican
transaction, Keane Frac, LP acquired, among other things, approximately 645,000 hydraulic horsepower, 14 cement pumps, seven coiled tubing units, 19 nitrogen units and 14 acidizing units and assumed various customer relationships. In addition, Keane
Frac, LP acquired Trican U.S.s operating bases located in strategic oil and gas basins, including the Permian Basin, the Marcellus Shale/Utica Shale, the SCOOP/STACK Formation, the Bakken Formation and the Eagle Ford Shale, as well as the
Engineered Solutions Center.
Keane Frac, LP also acquired ownership of substantially all intellectual property relating primarily to Tricans U.S. oilfield
services business, which includes
know-how,
trade secrets, formulas, processes, customer lists and other
non-registered
intellectual property primarily used in
connection with that business (the Acquired Trican Intellectual Property).
We refer to the acquired assets and assumed liabilities acquired in the
Trican transaction as the Acquired Trican Operations.
In addition, Keane Group Holdings, LLC entered into two fully
paid-up,
perpetual,
non-exclusive
licenses to certain intellectual property owned by Trican or its affiliates and used in Tricans U.S. oilfield service business,
other than the Acquired Trican Intellectual Property. In the first license agreement between Keane Group Holdings, LLC and Trican (the Pump Control IP License Agreement), Keane Group Holdings, LLC obtained the right to use Tricans
electronic control system technology related to pump control and all related intellectual property owned by Trican as of the closing date of the Trican transaction, limited to the oilfield services business in the United States. The Pump Control IP
License Agreement also grants Keane Group Holdings, LLC a
non-exclusive
right of offer to negotiate and enter into a separate license agreement for certain intellectual property newly developed by Trican or
its affiliates following the consummation of the Trican transaction on commercially reasonable terms, which will expire upon the later of (i) a change of control of Keane Group Holdings, LLC, (ii) the date Trican ceases to own any equity
interest in Keane Group Holdings, LLC, or (iii) five years from the date of the Pump Control IP License Agreement.
In a separate license agreement entered
into between Keane Group Holdings, LLC and Trican as part of the Trican transaction (the General IP License Agreement), Keane Group Holdings, LLC obtained the right to use substantially all intellectual property owned by Trican or its
affiliates used in Tricans U.S. oilfield services business as of the closing date of the Trican transaction (other than intellectual property related to MVP Frac and Trivert (the Fracking Fluids)), limited to the oilfield services
business in the United States. In addition, Keane Group Holdings, LLC received the right to use certain Trican proprietary fracking-related fluids as of the closing date of the Trican transaction, including the Fracking Fluids, for Keane Group
Holdings, LLCs hydraulic fracturing services to its customers, which license does not allow Keane to manufacture the Fracking Fluids but allows Keane Group Holdings, LLC to purchase the Fracking Fluids from Tricans suppliers on favorable
pricing terms. Keane Group Holdings, LLC also received the right to negotiate with Trican for the supply of Fracking Fluids that are improved following the consummation of the Trican transaction on terms at least as favorable as the most favorable
terms granted by Trican to any of its other customers or licensees, which will expire upon the later of (i) a change of control of Keane, (ii) the date Trican ceases to own any equity interest in Keane, or (iii) five years from the
date of the General IP License Agreement.
Keane Group Holdings, LLC also entered into a
non-competition
provision with
Trican as part of its acquisition of the Acquired Trican Operations, pursuant to which, subject to certain limited exceptions, Keane may not compete, directly or indirectly, with Trican in Canada in the oilfield services business through
March 16, 2018. Subject to certain limited exceptions, Keane also may not own an interest in any entity that competes directly or indirectly with Trican in Canada, other than with respect to any industrial services or completion tools business
or certain interests in companies with limited revenues derived from Canadian operations. Keane is also restricted from knowingly interfering with business relationships of Trican. The
non-competition
provision does not restrict Keanes ability to participate in certain limited equity investments in publicly owned companies.
2018 Proxy Statement | 45