any other obligation of Keane or Merger Sub under the Merger Agreement or of Keane Investor. However, if the board of directors of Keane (at the recommendation of the Special Committee) effects a
Change of Recommendation, the obligation of Keane Investor to vote its shares in the manner set forth above shall apply only with respect to the lesser of (a) all of the shares of Keane common stock which Keane Investor is the record or
beneficial owner and (b) such portion of Keane common stock equal to 35% of the aggregate outstanding shares of Keane common stock.
The foregoing description of the Support Agreement, and the transactions contemplated thereby, in this Current Report on Form
8-K
is only a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of the Support Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated
herein by reference.
Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
|
As reported in C&Js Quarterly Report on Form 10-Q for the three months
ended September 30, 2018, C&Js Chief Operating Officer, Everett Michael Hobbs, previously communicated his intent to step down during 2019. On June 14, 2019, C&Js board of directors approved the termination of
Mr. Hobbs employment agreement with C&J, effective upon the termination of his employment. Mr. Hobbs departure is expected to be effective on June 30, 2019.
Item 7.01
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Regulation FD Disclosure.
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On June 17, 2019, C&J and Keane issued a joint press release announcing the execution of the Merger Agreement and the entry into the foregoing
transactions. A copy of the joint press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
On June 17, 2019,
C&J and Keane provided supplemental information regarding the Merger in a joint investor presentation published to their respective websites. A copy of the joint investor presentation is attached as Exhibit 99.2 hereto and is incorporated herein
by reference.
In accordance with General Instruction B.2 of Form
8-K,
the information set forth in this Item 7.01
and the attached Exhibit 99.1 and Exhibit 99.2 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
Forward-Looking Statements
This Current Report on Form
8-K,
including the exhibits hereto, 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 C&Js and Keanes control. Statements in this communication regarding
C&J, Keane 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 C&Js and Keanes 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 managements estimates, assumptions and projections, and are subject to
significant uncertainties and other factors, many of which are beyond C&Js and Keanes control. These factors and risks include, but are not limited to, (i) the competitive nature of the industry in which C&J and Keane
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 C&J and Keane 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 C&Js and Keanes 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) C&Js and Keanes ability to employ a sufficient number of skilled and qualified workers to combat the operating hazards inherent
in C&Js and Keanes industry; (xiii) fluctuations in the market price of C&Js and Keanes stock; (xiv) the level of, and obligations associated with, C&Js and Keanes 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
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