Filed by Keane Group, Inc.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule
14a-12
under the Securities Exchange Act of 1934
Subject Company: C&J Energy Services, Inc.
Commission File No.:
001-38023
Date: June 28, 2019
Letter to Keane
Employees
Keane Group, Inc.
Dear Keane
Employee,
As announced on June 17, 2019, Keane and C&J Energy Services have agreed to combine in an
all-stock
merger of equals. This transaction will establish us as an industry-leading, diversified oilfield services provider and your hard work has been instrumental in positioning our company to take
advantage of this opportunity.
Because you hold equity in Keane pursuant to the Keane Group, Inc. Equity and Incentive Award Plan (the
Plan
), we recognize that you may have questions regarding how your existing equity awards will be treated upon consummation of the merger (the
Closing Date
). As part of our commitment to keeping you updated on
important aspects of this process, we wanted to answer some common questions that have been received since the announcement.
Pursuant to the terms of the
merger agreement, C&J stockholders will receive Keane common stock for each share of C&J common stock owned. Following the Closing Date, Keane will continue to be the company listed with the Securities and Exchange Commission and its common
stock will continue to trade on the New York Stock Exchange, albeit under a new name and ticker symbol. As a result, there will be no change for employees such as yourself who hold Keane common stock or unvested Keane equity, such as restricted
stock units.
Keane will treat the consummation of the merger as a change in control, as that term is used in the Plan and your equity award
agreements, for purposes of the Plan. We are pleased to inform you that, effective upon the Closing Date, our award agreements will be amended to provide that if you are terminated without cause within the twelve months (previously six months)
following a change in control, you will become 100% vested in your unvested Keane equity upon such termination. If you remain employed with the combined company, or are terminated after the twelve-month transition period, your equity is not subject
to accelerated vesting and will vest in accordance with the timing set forth in the award agreement.
As part of our commitment to offer you the most
competitive compensation and benefits, we are currently conducting a review of our compensation and benefit programs along with those of C&J to ensure that our programs are harmonized. Any adjustments will be separately communicated to you.