FRAC Keane Group Inc

SUMMARY

For your convenience, provided below is a brief summary of certain information contained in this joint proxy statement/prospectus. This summary highlights selected information from this joint proxy statement/prospectus and does not contain all of the information that may be important to you as a C&J stockholder or a Keane stockholder. To understand the merger fully and for a more complete description of the terms of the merger, you should read this entire joint proxy statement/prospectus carefully, including its annexes and the other documents to which you are referred. Items in this summary include a page reference directing you to a more complete description of those items. You may obtain the information incorporated by reference into this joint proxy statement/prospectus for free by following the instructions under “Where You Can Find More Information.”

The Parties to the Merger (See page 51)

C&J Energy Services, Inc.

C&J is a leading provider of well construction, intervention, completion, support and other complementary oilfield services and technologies. C&J provides its services to oil and gas exploration and production companies throughout the continental United States. C&J is a new well focused provider offering a diverse suite of services throughout the life cycle of the well, including hydraulic fracturing, cased-hole wireline and pumping, cementing, coiled tubing, rig services, fluids management and other completion and well support services. Shares of C&J Common Stock are traded on the NYSE under the symbol “CJ.” C&J’s principal executive offices are located at 3990 Rogerdale Rd., Houston, TX 77042 and its telephone number is (713) 325-6000.

Keane Group, Inc.

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 provides its services in conjunction with onshore well development, in addition to stimulation operations on existing wells, to exploration and production customers with some of the highest quality and safety standards in the industry. Shares of Keane Common Stock are traded on the NYSE under the symbol “FRAC.” Keane’s principal executive offices are located at 1800 Post Oak Boulevard, Suite 450, Houston, TX 77056 and its telephone number is (713) 357-9490.

King Merger Sub Corp.

Merger Sub is a wholly owned subsidiary of Keane. Merger Sub was formed by Keane solely in contemplation of the merger, has not conducted any business and has no assets, liabilities or other obligations of any nature other than as set forth in the Merger Agreement. Merger Sub’s principal executive offices are located at 1800 Post Oak Boulevard, Suite 450, Houston, TX 77056 and its telephone number is (713) 357-9490.

The Merger and the Merger Agreement (See pages 71 and 143)

The terms and conditions of the merger are contained in the Merger Agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus. You are encouraged to read the Merger Agreement carefully and in its entirety, as it is the primary legal document that governs the merger.

Pursuant to the Merger Agreement, Merger Sub will merge with and into C&J. At the effective time, the separate existence of Merger Sub will cease, with C&J as the surviving corporation and wholly owned subsidiary of Keane. Immediately following the effective time, as part of the same transaction, C&J will merge with and into another wholly owned subsidiary of Keane, with such subsidiary continuing as the surviving entity. Following the merger, C&J Common Stock will be delisted from the NYSE, deregistered under the Exchange Act and will cease to be publicly traded.

Exchange Ratio

At the effective time, each share of C&J Common Stock (other than C&J Excluded Shares) will be converted into the right to receive 1.6149 shares of Keane Common Stock.

The Exchange Ratio is fixed, which means that it will not change between now and the effective time, regardless of changes in the market price of C&J Common Stock and Keane Common Stock. No fractional shares of Keane Common Stock will be issued upon the conversion of shares of C&J Common Stock pursuant to the Merger Agreement. Each C&J stockholder who otherwise would have been entitled to receive a fraction of a share of Keane Common Stock will be entitled to receive cash in lieu of a fractional share.

Keane stockholders will continue to own their existing shares, which will not be affected by the merger and will constitute shares of the Combined Company following completion of the merger.

C&J Pre-closing Cash Dividend (See page 144)

The C&J Board has declared, subject to the C&J Board making a determination that surplus exists under Delaware law, the Pre-closing Cash Dividend of $1.00 per share of C&J Common Stock. If the C&J Board determines that C&J has sufficient surplus to pay the Pre-closing Cash Dividend, it will be paid prior to the effective time of the merger to the holders of record of C&J Common Stock as of the record date for the Pre-closing Cash Dividend.

The C&J Special Meeting (See page 52)

The C&J Special Meeting will be held at C&J’s headquarters at 3990 Rogerdale Rd., Houston, TX 77042, on October 22, 2019, beginning at 9:30 a.m. Central Time. The C&J Special Meeting is being held to consider and vote on the following proposals:

Completion of the merger is conditioned on the approval of the C&J Merger Proposal by C&J stockholders. Approval of the C&J Compensation Proposal or the C&J Adjournment Proposal are not conditions to the obligation of either C&J or Keane to complete the merger.

Only holders of record of issued and outstanding shares of C&J Common Stock as of the close of business on September 18, 2019, the C&J Record Date, are entitled to notice of, and to vote at, the C&J Special Meeting or any adjournment or postponement of the C&J Special Meeting. C&J stockholders may cast one vote for each share of C&J Common Stock owned as of the C&J Record Date.

Assuming a majority of the total voting power of all outstanding securities of C&J generally entitled to vote at a meeting of stockholders (for purposes of the C&J Special Meeting, a “quorum”) is present at the C&J

Special Meeting, the C&J Merger Proposal requires the affirmative vote of a majority of the outstanding shares of C&J Common Stock entitled to vote thereon. Accordingly, a C&J stockholder’s abstention from voting, a broker non-vote or the failure of a C&J stockholder to vote (including the failure of a C&J stockholder who holds shares in “street name” through a bank, broker or other nominee to give voting instructions to that bank, broker or other nominee) will have the same effect as a vote “against” the C&J Merger Proposal.

Assuming a quorum is present at the C&J Special Meeting, approval of the C&J Compensation Proposal requires the affirmative vote of a majority of votes cast by C&J stockholders entitled to vote thereon and present in person or represented by proxy at the C&J Special Meeting. Accordingly, a C&J stockholder’s abstention from voting, a broker non-vote or the failure of a C&J stockholder to vote (including the failure of a C&J stockholder who holds shares in “street name” through a bank, broker or other nominee to give voting instructions to that bank, broker or other nominee) will have no effect on the outcome of the C&J Compensation Proposal.

Whether or not there is a quorum, the approval of the C&J Adjournment Proposal requires the affirmative vote of a majority of votes cast by C&J stockholders entitled to vote thereon and present in person or represented by proxy at the C&J Special Meeting. Accordingly, a C&J stockholder’s abstention from voting, a broker non-vote or the failure of a C&J stockholder to vote (including the failure of a C&J stockholder who holds shares in “street name” through a bank, broker or other nominee to give voting instructions to that bank, broker or other nominee) will have no effect on the outcome of the C&J Adjournment Proposal.

The Keane Special Meeting (See page 62)

The Keane Special Meeting will be held on October 22, 2019, at 9:30 a.m. Central Time, at Keane’s headquarters at 1800 Post Oak Boulevard, Suite 450, Houston, TX 77056. The Keane Special Meeting is being held to consider and vote on the following proposals:

Completion of the merger is conditioned on the approval of the Keane Share Issuance Proposal by Keane stockholders. Approval of the Keane Compensation Proposal or the Keane Adjournment Proposal are not conditions to the obligation of either C&J or Keane to complete the merger.

Only holders of record of issued and outstanding shares of Keane Common Stock as of the close of business on September 18, 2019, the Keane Record Date, are entitled to notice of, and to vote at, the Keane Special Meeting or any adjournment or postponement of the Keane Special Meeting. Keane stockholders may cast one vote for each share of Keane Common Stock that Keane stockholders owned as of the Keane Record Date.

Assuming a majority in voting power of the shares of Keane Common Stock issued and outstanding and entitled to vote is present (for purposes of the Keane Special Meeting, a “quorum”) approval of each of the

Keane Share Issuance Proposal and Keane Compensation Proposal requires the affirmative vote of a majority of votes cast by Keane stockholders entitled to vote thereon and present in person or represented by proxy at the Keane Special Meeting. Accordingly, a Keane stockholder’s abstention from voting, a broker non-vote or the failure of a Keane stockholder to vote (including the failure of a Keane stockholder who holds shares in “street name” through a bank, broker or other nominee to give voting instructions to that bank, broker or other nominee) will have no effect on the outcome of the Keane Share Issuance Proposal or the Keane Compensation Proposal. Pursuant to the Support Agreement, Keane Investor, which owns approximately 49.2% of the outstanding shares of Keane Common Stock, has agreed, among other things, to vote all of its shares of Keane Common Stock in favor of the Keane Share Issuance Proposal and against any proposal made in opposition to the Keane Share Issuance Proposal. Nonetheless, if the Keane Board (acting at the direction of the Keane Special Committee) effects a Change of Recommendation (as defined in “The Merger Agreement—Covenants—No Change of Recommendation”) in connection with a Superior Proposal (as defined in “The Merger Agreement—Covenants—No Solicitation of Acquisition Proposals”), then the foregoing voting requirement under the Support Agreement will be reduced to the lesser of (i) all of the shares of Keane Common Stock of which Keane Investor is the record or beneficial owner or (ii) such portion of the shares of Keane Common Stock equal to 35% of the shares of Keane Common Stock in the aggregate. For a more complete discussion of the Support Agreement, please see “The Merger Agreement—Support Agreement.”

Whether or not there is a quorum, the approval of the Keane Adjournment Proposal requires the affirmative vote of a majority of votes cast by Keane stockholders entitled to vote thereon and present in person or represented by proxy at the Keane Special Meeting. Accordingly, a Keane stockholder’s abstention from voting, a broker non-vote or the failure of a Keane stockholder to vote (including the failure of a Keane stockholder who holds shares in “street name” through a bank, broker or other nominee to give voting instructions to that bank, broker or other nominee) will have no effect on the outcome of the Keane Adjournment Proposal.

Support Agreement (See page 174)

Concurrently with the execution of the Merger Agreement, C&J entered into the Support Agreement with Keane Investor and Cerberus. Keane Investor owns approximately 49.2% of the outstanding shares of Keane Common Stock. The Support Agreement includes covenants to vote such shares (i) in favor of the Keane Share Issuance Proposal and (ii) against (a) any proposal made in opposition to the Keane Share Issuance Proposal, the adoption of the Merger Agreement or that is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to impede, interfere with, delay, postpone, discourage, adversely affect, compete or be inconsistent with the Merger, issuance of Keane Common Stock or any other transaction contemplated by the Merger Agreement, (b) any Acquisition Proposal, as defined in “The Merger Agreement—Covenants—No Solicitation of Acquisition Proposals,” and (c) any action or agreement that would result in a breach of any representation, warranty, covenant or agreement or any other obligation of Keane or Merger Sub under the Merger Agreement or of Keane Investor. However, if the Keane Board (at the recommendation of the Keane Special Committee) effects a Change of Recommendation in connection with a Superior Proposal, the obligation of Keane Investor to vote its shares in the manner set forth above will apply only with respect to the lesser of (i) all of the shares of Keane Common Stock which Keane Investor is the record or beneficial owner or (ii) such portion of Keane Common Stock equal to 35% of the aggregate outstanding shares of Keane Common Stock. The Support Agreement places certain restrictions on the transfer of the shares of Keane Common Stock held by Keane Investor, including, subject to certain exceptions, that for the period commencing at the effective time and continuing for forty-five days thereafter, Keane Investor and Cerberus will not sell, transfer, assign, pledge, encumber or otherwise dispose of, directly or indirectly, their shares of Keane Common Stock or any other securities convertible into or exchangeable for Keane Common Stock. Further, the Support Agreement places restrictions on the ability of Keane Investor and Cerberus to, among other things, acquire, offer to acquire, or agree to acquire, by purchase, or otherwise, beneficial ownership (as defined in Rule 13d-3 of the Exchange Act) of, or rights to acquire, (a) any shares of Keane Common Stock, (b) any option, warrant, convertible security,

stock appreciation right or other right to acquire such ownership, including through any swap agreement or other security, contract right or derivative position, whether or not presently exercisable, that is exercisable for, converts into or has a settlement payment or mechanism or is priced by reference to or in relation to the value of Keane or shares of Keane Common Stock or (c) any material assets of Keane (other than as part of an authorized sale process) or any securities or material assets of any subsidiary of Keane; provided, however, that notwithstanding the foregoing, Keane Investor and Cerberus and each of their controlled affiliates may acquire beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of Keane Common Stock provided that such beneficial ownership does not result in ownership of 30% or more of the issued and outstanding shares of Keane Common Stock in the aggregate following such transaction (assuming any stock buy-back transaction announced but not yet consummated by Keane has been consummated as of the time of such acquisition). For a more complete discussion of the Support Agreement, please see “The Merger Agreement—Support Agreement.”

Recommendation of the C&J Board and Reasons for the Merger (See page 85)

The C&J Board unanimously recommends that C&J stockholders vote “FOR” the C&J Merger Proposal, “FOR” the C&J Compensation Proposal and “FOR” the C&J Adjournment Proposal. In reaching its determinations and recommendations, the C&J Board consulted with C&J management and its outside legal and financial advisors, and considered a number of factors that weighed in favor of the merger:

For a more complete description of the factors considered by the C&J Board in reaching this decision, including potentially negative factors against which these advantages and opportunities were weighed, and additional information on the recommendation of the C&J Board, please see “The Merger—Recommendation of the C&J Board and Reasons for the Merger.”

Recommendation of the Keane Board and Reasons for the Merger (See page 91)

The Keane Board, upon the unanimous recommendation of the Keane Special Committee solely with respect to the Keane Share Issuance Proposal, unanimously recommends that Keane stockholders vote “FOR” the Keane Share Issuance Proposal, “FOR” the Keane Compensation Proposal and “FOR” the Keane Adjournment Proposal. In reaching its determinations and recommendations, each of the Keane Special Committee and the Keane Board consulted with Keane management and its outside legal and financial advisors, and considered a number of factors, including the following factors that weighed in favor of the merger:

For a more complete description of the factors considered by the Keane Special Committee and the Keane Board in reaching this decision, including potentially negative factors against which these advantages and opportunities were weighed, and additional information on the recommendation of the Keane Board, please see “The Merger—Recommendation of the Keane Board and Reasons for the Merger.”

Opinion of C&J’s Financial Advisor (See page 97 and Annex B)

On June 16, 2019, at a meeting of the C&J Board, Morgan Stanley & Co. LLC (“Morgan Stanley”), C&J’s financial advisor in connection with the merger, rendered its oral opinion to the C&J Board, subsequently confirmed by delivery of a written opinion, dated June 16, 2019, that, as of that date and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken as set forth in the written opinion, taking into account the payment of the Pre-closing Cash Dividend, the Exchange Ratio pursuant to the Merger Agreement was fair, from a financial point of view to the holders of shares of C&J Common Stock (other than holders of C&J Excluded Shares).

The full text of the written opinion of Morgan Stanley to the C&J Board, dated June 16, 2019, is attached as Annex B to this joint proxy statement/prospectus and is incorporated herein by reference in its entirety. The summary of the opinion of Morgan Stanley in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of the written opinion. You should read Morgan Stanley’s written opinion, this section and the summary of Morgan Stanley’s opinion carefully and in their entirety for a discussion of the assumptions made, procedures followed, matters considered and qualifications and limitations upon the review undertaken by Morgan Stanley in rendering its opinion. Morgan Stanley’s opinion was directed to the C&J Board, in its capacity as such, and addressed only the fairness from a financial point of view to the holders of shares of C&J Common Stock (other than holders of C&J Excluded Shares) of the Exchange Ratio pursuant to the Merger Agreement as of the date of such opinion.

Morgan Stanley’s opinion did not address any other aspects or implications of the merger. Morgan Stanley’s opinion did not in any manner address the price at which the shares of the Combined Company Common Stock would trade following the merger or at any time, and Morgan Stanley expressed no opinion or recommendation to any holder of shares of C&J Common Stock or Keane Common Stock as to how such holder should vote at the C&J Special Meeting or Keane Special Meeting or whether to take any other action with respect to the merger. For a further discussion of Morgan Stanley’s opinion, please see “The Merger—Opinion of C&J’s Financial Advisor.”

Opinion of Keane’s Financial Advisor (See page 110 and Annex C)

In connection with the merger, Keane’s financial advisor, Citigroup Global Markets Inc. (“Citi”), delivered a written opinion, dated June 16, 2019, to the Keane Board as to the fairness, from a financial point of view and as of the date of the opinion, to Keane of the Exchange Ratio provided for pursuant to the Merger Agreement.

The full text of Citi’s written opinion, dated June 16, 2019, which describes the assumptions made, including, but not limited to, that the final terms of the Merger Agreement will not vary materially from those set forth in the draft reviewed by Citi and that the Pre-closing Cash Dividend will be paid prior to the consummation of the merger, procedures followed, matters considered and limitations and qualifications on the review undertaken by Citi in rendering its opinion, is attached as Annex C to this joint proxy statement/prospectus and is incorporated into this joint proxy statement/prospectus by reference. The description of Citi’s opinion set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of Citi’s opinion. Citi’s opinion was provided for the information of the Keane Board (in its capacity as such) in connection with its evaluation of the Exchange Ratio from a financial point of view to Keane and did not address any other terms, aspects or implications of the merger. Citi expressed no view as to, and its opinion did not address, the underlying business decision of Keane to effect or enter into the merger, the relative merits of the merger as compared to any alternative business strategies that might exist for Keane or the effect of any other transaction which Keane might engage in or consider. Citi’s opinion is not intended to be and does not constitute a recommendation to any stockholder as to how such stockholder should vote or act on any matters relating to the merger or otherwise. For a further discussion of Citi’s opinion, please see “The Merger—Opinion of Keane’s Financial Advisor.”

Opinion of the Keane Special Committee’s Financial Advisor (See page 118 and Annex D)

The Keane Special Committee engaged Lazard Frères & Co. LLC (“Lazard”) to act as its financial advisor in connection with the transactions contemplated by the Merger Agreement. On June 16, 2019, Lazard rendered its oral opinion, subsequently confirmed in writing by delivery of a written opinion, also dated June 16, 2019, to the Keane Special Committee, that, as of such date, and based upon and subject to the assumptions, including, but not limited to, that C&J will declare the Pre-closing Cash Dividend, with a record date on or after the date of the Merger Agreement and prior to the effective time, procedures, factors, qualifications and limitations set forth therein, the Exchange Ratio provided for in the merger was fair, from a financial point of view, to Keane.

The full text of Lazard’s written opinion dated June 16, 2019, which sets forth the assumptions made, procedures followed, factors considered and qualifications and limitations on the scope of review undertaken by Lazard in connection with its opinion, is attached to this joint proxy statement/prospectus as Annex D and is incorporated into this joint proxy statement/prospectus by reference. The description of Lazard’s opinion set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of Lazard’s written opinion attached as Annex D. Keane encourages you to read Lazard’s opinion carefully and in its entirety.

Lazard’s opinion was for the benefit of the Keane Special Committee (in its capacity as such), and Lazard’s opinion was rendered to the Keane Special Committee in connection with its evaluation of the merger. Lazard’s opinion was not intended to and does not constitute a recommendation to any Keane stockholder as to how such stockholder should vote or act with respect to the merger or any matter relating thereto. For a further discussion of Lazard’s opinion, please see “The Merger—Opinion of the Keane Special Committee’s Financial Advisor.”

Board of Directors and Management of the Combined Company (See page 125)

Following the effective time, the Combined Company Board will consist of twelve directors, comprised of:

The parties intend that the Combined Company Board represent an appropriate mix of relevant experience, qualifications and attributes. At least four of the C&J Designees and at least three of the Keane Designees will meet the independence standards of the NYSE as may be applicable with respect to the Combined Company as of the effective time. The individuals expected to serve on the Combined Company Board following the effective time include, as C&J Designees: Stuart Brightman, John Kennedy, Steven Mueller, Patrick Murray (the C&J Chairman), Amy Nelson and Michael Roemer, and as Keane Designees: Robert W. Drummond (the Keane CEO), Marc G. R. Edwards, Christian A. Garcia, Gary H. Halverson, James C. Stewart and Scott Wille.

Prior to the effective time, Keane will take all actions necessary to cause, effective as of the effective time, (i) Robert Drummond, the Keane CEO, to be appointed to serve as the chief executive officer of the Combined Company, (ii) Jan Kees van Gaalen, the chief financial officer of C&J, to be appointed to serve as the executive vice president and chief financial officer of the Combined Company and (iii) Greg Powell, the chief financial officer of Keane, to be appointed to serve as executive vice president and chief integration officer of the Combined Company. Prior to the effective time, Keane will take all actions necessary to cause, effective as of the effective time, the executive officers (other than the officers specified in the preceding sentence) of the Combined Company to be those individuals selected by the Keane CEO on a merit basis, with input from the chief executive officer of C&J and the chief financial officers of C&J and Keane, and without consideration of whether the persons selected serve as employees of C&J or Keane prior to the effective time.

Interests of C&J’s Directors and Executive Officers in the Merger (See page 126)

In considering the recommendations of the C&J Board, C&J stockholders should be aware that C&J’s directors and executive officers have interests in the merger, including financial interests, which may be different from or in addition to the interests of the other C&J stockholders generally. These interests include:

The members of the C&J Board were aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement, in approving the Merger Agreement and in determining to recommend that C&J stockholders approve the C&J Merger Proposal.

Treatment of Existing C&J Long-Term Incentive Awards in the Merger (See page 127)

Each C&J Option, whether vested or unvested, that is outstanding immediately prior to the effective time will, at the effective time, be assumed by Keane and remain subject to the same terms and conditions as were applicable to such C&J Option, but will vest and be converted into an option to purchase a number of shares of Keane Common Stock equal to the product of (i) the number of shares of C&J Common Stock subject to the C&J Option immediately prior to the effective time and (ii) the Exchange Ratio (rounded down to the nearest whole share), with a per share exercise price equal to (a) the per share exercise price applicable to such C&J Option immediately prior to the effective time divided by (b) the Exchange Ratio (rounded up to the nearest whole cent).

Each C&J Performance Share Award that is outstanding immediately prior to the effective time other than a Vested C&J Performance Share Award will, at the effective time, be assumed by Keane and remain subject to the same terms and conditions (including the time-based vesting schedule applicable to such award, but excluding any performance-based vesting requirements) as were applicable to such C&J Performance Share Award, but will be converted into an award with respect to a number of shares of Keane Common Stock (rounded up or down to the nearest whole share) equal to the product of (i) the number of shares of C&J Common Stock subject to such C&J Performance Share Award and (ii) the Exchange Ratio. For purposes of the immediately preceding sentence, the number of shares of C&J Common Stock subject to such C&J Performance Share Award will be

deemed to be the number of shares subject to the C&J Performance Share Award assuming the applicable performance metrics were achieved at target levels. Vested C&J Performance Share Awards will, at the effective time, be deemed to have been settled with shares of C&J Common Stock, and the holders thereof will receive the merger consideration in the same manner as holders of shares of C&J Common Stock.

Each C&J RSU Award will, at the effective time, be assumed by Keane and remain subject to the same terms and conditions as were applicable to such C&J RSU Award, but will be converted into an award with respect to a number of shares of Keane Common Stock equal to the product of (i) the number of shares of C&J Common Stock subject to the C&J RSU Award immediately prior to the effective time and (ii) the Exchange Ratio.

Each C&J Restricted Stock Award will, at the effective time, be assumed by Keane and remain subject to the same terms and conditions as were applicable to such C&J Restricted Stock Award, but will be converted into an award with respect to a number of shares of Keane Common Stock equal to the product of (i) the number of shares of C&J Common Stock subject to the C&J Restricted Stock Award immediately prior to the effective time and (ii) the Exchange Ratio.

Each C&J Restricted Cash Award, whether vested or unvested, that is outstanding immediately prior to the effective time and not settled as of the closing date will, at the effective time, be assumed by Keane and remain subject to the same terms and conditions as were applicable to such C&J Restricted Cash Award.

Interests of Keane’s Directors and Executive Officers in the Merger (See page 134)

In considering the recommendations of the Keane Board, Keane stockholders should be aware that Keane’s directors and executive officers have interests in the merger, including financial interests, which may be different from, or in addition to, the interests of the other Keane stockholders generally.

These interests include:

The members of the Keane Board were aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement, in approving the Merger Agreement and in determining to recommend that Keane stockholders approve the Keane Share Issuance Proposal. Other interests are described in more detail in “The Merger—Interests of Keane’s Directors and Executive Officers in the Merger.”

Treatment of Existing Keane Equity Awards in the Merger (See page 135)

Keane Options, Keane RSU Awards and Keane Restricted Stock Awards that are outstanding immediately before the effective time of the merger will continue to be awards in respect of Keane Common Stock following

the merger and subject to the same terms and conditions that were applicable to such awards before the effective time. Outstanding Keane PSU Awards held by certain of Keane’s executive officers will be amended to provide that, upon the consummation of the merger, the respective executive officer will become fully vested in his Keane PSU Award at the target level of achievement. The Merger Agreement reflects the respective decisions of the Keane Board and the C&J Board that the merger will be deemed to constitute a “change in control” or “change of control” at the effective time for purposes of C&J’s and Keane’s benefit plans, policies, programs or agreements (including employment agreements and C&J’s and Keane’s stock plans).

Certain Beneficial Owners of C&J Common Stock (See page 212)

At the close of business on August 29, 2019, the latest practicable date prior to the date of this joint proxy statement/prospectus, C&J’s directors and executive officers and their affiliates, as a group, beneficially owned and were entitled to vote approximately 823,518 shares of C&J Common Stock, collectively representing 1.25% of the shares of C&J Common Stock outstanding on August 29, 2019. Although none of them has entered into any agreement obligating them to do so, C&J currently expects that all of its directors and executive officers will vote their shares “FOR” the C&J Merger Proposal, “FOR” the C&J Compensation Proposal and “FOR” the C&J Adjournment Proposal. For more information regarding the security ownership of C&J directors and executive officers, please see “Certain Beneficial Owners of C&J Common Stock.”

Certain Beneficial Owners of Keane Common Stock (See page 214)

At the close of business on August 29, 2019, the latest practicable date prior to the date of this joint proxy statement/prospectus, Keane’s directors and executive officers, as a group, beneficially owned and were entitled to vote approximately 683,949 shares of Keane Common Stock, collectively representing 0.65% of the shares of Keane Common Stock outstanding on August 29, 2019. Keane currently expects that all of its directors and executive officers will vote their shares “FOR” the Keane Share Issuance Proposal, “FOR” the Keane Compensation Proposal and “FOR” the Keane Adjournment Proposal. For more information regarding the security ownership of Keane directors and executive officers, please see “Certain Beneficial Owners of Keane Common Stock.” Pursuant to the Support Agreement, Keane Investor, which owns approximately 49.2% of the outstanding shares of Keane Common Stock, has agreed, among other things, to vote all of its shares of Keane Common Stock in favor of the Keane Share Issuance Proposal and against any proposal made in opposition to the Keane Share Issuance Proposal. Nonetheless, if the Keane Board (acting at the direction of the Keane Special Committee) effects a Change of Recommendation in connection with a Superior Proposal, then the foregoing voting requirement under the Support Agreement will be reduced to the lesser of (i) all of the shares of Keane Common Stock of which Keane Investor is the record or beneficial owner or (ii) such portion of the shares of Keane Common Stock equal to 35% of the shares of Keane Common Stock in the aggregate. For a more complete discussion of the Support Agreement, please see “The Merger Agreement—Support Agreement.”

Ownership of the Combined Company after the Merger

As of the date of this joint proxy statement/prospectus, based on the Exchange Ratio, the shares outstanding of C&J Common Stock (plus outstanding C&J RSU Awards, outstanding C&J Performance Share Awards, and outstanding C&J Restricted Stock Awards) and the shares outstanding of Keane Common Stock (plus outstanding Keane RSU Awards, outstanding Keane PSU Awards and outstanding Keane Restricted Stock Awards), C&J and Keane estimate that holders of C&J Common Stock as of immediately prior to the effective time will hold, in the aggregate, approximately 50% of the issued and outstanding shares of Combined Company Common Stock (based on fully diluted shares outstanding of the Combined Company) immediately following the effective time, and holders of shares of Keane Common Stock as of immediately prior to the effective time will hold, in the aggregate, approximately 50% of the issued and outstanding shares of Combined Company Common Stock (based on fully diluted shares outstanding of the Combined Company) immediately following the effective time.

Conditions to the Completion of the Merger (See page 167)

Each party’s obligation to effect the merger is subject to the satisfaction at closing or waiver at or prior to closing of each of the following conditions:

The obligations of C&J to effect the merger is subject to the satisfaction at closing or waiver at or prior to closing of each of the following conditions:

Keane’s obligation to effect the merger is subject to the satisfaction at closing or waiver at or prior to closing of each of the following conditions:

No Solicitation of Acquisition Proposals (See page 154)

Each of C&J and Keane has agreed that neither it nor any of its subsidiaries will, and that it will cause its and its subsidiaries’ directors, officers and employees not to, and not permit its investment bankers, attorneys, accountants and other advisors or representatives to (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively the “Representatives”) directly or indirectly:

Notwithstanding the restrictions described above, prior to, but not after, the time the C&J Required Vote or the Keane Required Vote is obtained, in response to an unsolicited, bona fide written Acquisition Proposal received after the date of the Merger Agreement that did not arise from or in connection with a breach of the above obligations, C&J (acting at the direction of the C&J Board) or Keane (acting at the direction of the Keane Special Committee), as applicable, may:

in each case if, and only if, prior to taking any such action, the C&J Board or the Keane Special Committee, as applicable, determines in good faith after consultation with its outside legal counsel that based on the information then available and after consultation with its financial advisor (i) such Acquisition Proposal either constitutes a Superior Proposal, as defined in “The Merger Agreement—Covenants—No Solicitation of Acquisition Proposals,” or could reasonably be expected to result in a Superior Proposal and (ii) failure to engage in such activities would reasonably be expected to be inconsistent with its directors’ fiduciary duties under applicable law.

No Change of Recommendation (See page 156)

Subject to certain exceptions described below, neither the C&J Board, including any committee thereof, nor the Keane Board (acting at the direction of the Keane Special Committee), may make a Change of Recommendation, or cause or permit C&J or Keane, as applicable, to enter into an Alternative Acquisition Agreement, as defined in “The Merger Agreement—Covenants—No Change of Recommendation.”

Permitted Change of Recommendation—Superior Proposal

Prior to, but not after, the time the C&J Required Vote or the Keane Required Vote is obtained, as applicable, the C&J Board or the Keane Board (acting at the direction of the Keane Special Committee) may effect a Change of Recommendation if an unsolicited, bona fide written Acquisition Proposal received after the date of the Merger Agreement that did not arise from or in connection with a breach of the obligations set forth in the Merger Agreement is received by a party and is not withdrawn, and the C&J Board or the Keane Special Committee, as applicable, determines in good faith, after consultation with its outside legal counsel and its financial advisor that (i) such Acquisition Proposal constitutes a Superior Proposal and (ii) failure to consider such Acquisition Proposal would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable law, and meets certain other conditions as described in “The Merger Agreement—Covenants—No Change of Recommendation” and “The Merger Agreement—Covenants—Permitted Change of Recommendation—Superior Proposal.”

Permitted Change of Recommendation—Intervening Event

Prior to, but not after, the time the C&J Required Vote or the Keane Required Vote is obtained, as applicable, the C&J Board or the Keane Board (acting at the direction of the Keane Special Committee) as applicable, may effect a Change of Recommendation if an Intervening Event, as defined in “The Merger Agreement—Covenants—Permitted Change of Recommendation—Intervening Event,” has occurred, and prior to taking such action, the C&J Board or the Keane Board (acting at the direction of the Keane Special Committee) determines in good faith, after consultation with its outside legal counsel and its financial advisor, that failure to take such action in response to such Intervening Event would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law, and meets certain other conditions as described in “The Merger Agreement—Covenants—No Change of Recommendation” and “The Merger Agreement—Covenants—Permitted Change of Recommendation—Intervening Event.”

C&J Special Meeting (See page 159)

In accordance with applicable law and its organizational documents, C&J must take all action necessary to convene the C&J Special Meeting as promptly as practicable after this joint proxy statement/prospectus is declared effective, to consider and vote upon the approval of the C&J Merger Proposal and must not postpone or adjourn such meeting except to the extent required by law, in accordance with the terms of the Merger Agreement, or, if there are insufficient shares of C&J Common Stock represented (either in person or by proxy) to constitute a quorum at the originally scheduled C&J Special Meeting. Subject to the right of the C&J Board to effect a Change of Recommendation in accordance with the terms of the Merger Agreement, C&J must use reasonable best efforts to solicit from its stockholders proxies in favor of the C&J Merger Proposal.

Unless the Merger Agreement has been terminated in accordance with its terms, as described in “The Merger Agreement—Termination of the Merger Agreement,” the obligation of C&J to call, give notice of, convene and hold the C&J Special Meeting to consider and vote upon the adoption of the Merger Agreement will not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Acquisition Proposal or Superior Proposal, or by any Change of Recommendation.

Keane Special Meeting (See page 160)

In accordance with applicable law and its organizational documents, Keane must take all action necessary to convene the Keane Special Meeting as promptly as practicable after this joint proxy statement/prospectus is declared effective, to consider and vote upon the approval of the Keane Share Issuance Proposal and must not postpone or adjourn such meeting except to the extent required by law, in accordance with the terms of the Merger Agreement, or, if there are insufficient shares of Keane Common Stock represented (either in person or by proxy) to constitute a quorum at the originally scheduled Keane Special Meeting. Subject to the right of the Keane Board (acting at the direction of the Keane Special Committee) to effect a Change of Recommendation in accordance with the terms of the Merger Agreement, Keane must use reasonable best efforts to solicit from its stockholders proxies in favor of the Keane Share Issuance Proposal.

Unless the Merger Agreement has been terminated in accordance with its terms, as described in “The Merger Agreement—Termination of the Merger Agreement,” the obligation of Keane to call, give notice of, convene and hold the Keane Special Meeting to consider and vote upon the approval of the issuance of Keane Common Stock to C&J stockholders pursuant to the Merger Agreement will not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Acquisition Proposal or Superior Proposal, or by any Change of Recommendation.

Termination of the Merger Agreement (See page 169)

Termination by Mutual Consent

The Merger Agreement may be terminated and the merger and the other transactions contemplated by the Merger Agreement may be abandoned at any time prior to the effective time by mutual written consent of C&J (acting at the direction of the C&J Board) and Keane (by action of the Keane Board (acting at the direction of the Keane Special Committee)).

Termination by Either C&J or Keane

Either C&J or Keane may terminate the Merger Agreement and the merger may be abandoned at any time prior to the effective time by action of the C&J Board or the Keane Board (acting at the direction of the Keane Special Committee), as applicable, if:

in each case, as such terms are defined in “The Merger Agreement—Termination of the Merger Agreement—Termination by Either C&J or Keane.”

Termination by C&J

C&J (acting at the direction of the C&J Board) may terminate the Merger Agreement and the merger may be abandoned at any time prior to the effective time:

Termination by Keane

Keane may terminate the Merger Agreement and the merger may be abandoned at any time prior to the effective time (by action of the Keane Board (acting at the direction of the Keane Special Committee)):

Termination Fees (See page 171)

C&J will be required to pay to Keane a termination fee of $30 million if the Merger Agreement is terminated:

Keane will be required to pay to C&J a termination fee of $30 million if the Merger Agreement is terminated:

Expense Reimbursement (See page 172)

If the Merger Agreement is terminated by (i) either C&J or Keane pursuant to a C&J no vote termination, then promptly, but in no event later than, in the case of such termination by Keane, three business days or, in the case of such termination by C&J, one business day after the date of such termination, or (ii) Keane pursuant to a C&J Terminable Breach, then promptly, but in no event later than three business days, C&J will pay all of the documented out-of-pocket costs, fees and expenses of counsel, accountants, financial advisors and other experts

and advisors as well as fees and expenses incident to negotiation, preparation and execution of the Merger Agreement and related documentation and stockholders’ meetings and consents of Keane up to a maximum amount equal to $7.5 million, to Keane or its designee by wire transfer of immediately available cash funds; provided that any such amounts paid will be credited (without interest) against any termination fee paid by C&J to Keane (or its designee) pursuant to the terms of the Merger Agreement.

If the Merger Agreement is terminated by (i) either C&J or Keane pursuant to a Keane no vote termination, then promptly, but in no event later than, in the case of such termination by C&J, three business days or, in the case of such termination by Keane, one business day after the date of such termination, or (ii) C&J pursuant to a Keane Terminable Breach, then promptly, but in no event later than three business days, Keane will pay all of the documented out-of-pocket costs, fees and expenses of counsel, accountants, financial advisors and other experts and advisors as well as fees and expenses incident to negotiation, preparation and execution of the Merger Agreement and related documentation and stockholders’ meetings and consents of C&J up to a maximum amount equal to $7.5 million, to C&J or its designee by wire transfer of immediately available cash funds; provided that any such amounts paid will be credited (without interest) against any termination fee paid by Keane to C&J (or its designee) pursuant to the terms of the Merger Agreement.

Stockholders’ Agreement (See page 175)

At the closing of the merger, the Combined Company will enter into a second amended and restated stockholders’ agreement with Keane Investor (the “Stockholders’ Agreement”). Pursuant to the Stockholders’ Agreement, effective as of the effective time, Keane Investor (or Cerberus, if Cerberus no longer holds its Combined Company Common Stock through Keane Investor) will have the right to designate (i) two individuals to the Combined Company Board for as long as Keane Investor or Cerberus, as applicable, has beneficial ownership of at least 12.5% of the outstanding Combined Company Common Stock and (ii) one individual to the Combined Company Board for as long as Keane Investor or Cerberus, as applicable, has beneficial ownership of less than 12.5% but at least 7.5% of the outstanding Combined Company Common Stock. Pursuant to the Stockholders’ Agreement, Keane Investor or Cerberus, as applicable, has customary replacement rights for such designees.

Pursuant to the Stockholders’ Agreement, Keane Investor may make up to four demands for the Combined Company to register under the Securities Act all of the registrable securities not then covered by an existing and effective registration statement of the Combined Company by delivering to the Combined Company a written notice of each such demand.

Pursuant to the Stockholders’ Agreement, subject to certain limitations, if the Combined Company proposes to register any shares of common stock under the Securities Act (other than (i) pursuant to a registration statement requested in connection with the exercise of any demand registration rights described in preceding paragraph, (ii) on Form S-4 or Form S-8 (or a similar or successor form) or (iii) with respect to certain other specified offerings) with respect to an offering of shares of Combined Company Common Stock for its own account or for the account of any of its stockholders, it must, as soon as practicable, give written notice to Keane Investor of its intention to do so (but in no event less than ten days prior to the proposed filing date) and offer Keane Investor the opportunity to register under such registration all registrable securities with respect to which the Combined Company has received written requests for inclusion therein. For a more complete discussion of the Stockholders’ Agreement, please see “The Merger Agreement—Stockholders’ Agreement.”

Accounting Treatment (See page 145)

C&J and Keane prepare their respective financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). Although the parties have structured the merger as a

merger of equals, GAAP requires that one party to the merger be identified as the acquirer. The merger will be accounted for using the acquisition method of accounting, with Keane being treated as the accounting acquirer. In identifying Keane as the acquiring entity for accounting purposes, C&J and Keane took into account a number of factors as of the date of this joint proxy statement/prospectus, including which entity is issuing its equity interests, the existence of a large minority interest, the intended corporate governance structure of the Combined Company, the intended senior management of the Combined Company, and the terms of the share exchange. No single factor was the sole determinant in the overall conclusion that Keane is the acquirer for accounting purposes; rather, all factors were considered in arriving at such conclusion.

Material U.S. Federal Income Tax Consequences (See page 185)

The Integrated Mergers are intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and it is a condition to the respective obligations of C&J and Keane to complete the Integrated Mergers that each of C&J and Keane receives a legal opinion to that effect. If C&J’s outside legal counsel is unable to deliver such opinion to C&J, Keane’s outside legal counsel may provide such opinion to C&J. If Keane’s outside legal counsel is unable to deliver such opinion to Keane, C&J’s outside legal counsel may provide such opinion to Keane. Accordingly, holders of C&J Common Stock are not expected to recognize any gain or loss for U.S. federal income tax purposes on the exchange of shares of C&J Common Stock for shares of Keane Common Stock in the Integrated Mergers, except with respect to any cash received in lieu of fractional shares.

Comparison of Stockholders’ Rights (See page 190)

Upon completion of the merger, C&J stockholders receiving shares of Keane Common Stock will become stockholders of the Combined Company, and their rights will be governed by Delaware law and the governing corporate documents of the Combined Company in effect at the effective time. C&J stockholders will have different rights once they become stockholders of the Combined Company due to differences between the governing corporate documents of C&J and the Combined Company, as further described in “Comparison of Stockholders’ Rights.”

Listing of Keane Common Stock; Delisting and Deregistration of C&J Common Stock and Warrants (See page 164)

Prior to the effective time, Keane will use its reasonable best efforts to cause the shares of Keane Common Stock to be issued in the merger to be approved for listing on the NYSE, subject to official notice of issuance. If the merger is completed, C&J Common Stock will be delisted from the NYSE and deregistered under the Exchange Act and C&J will no longer be required to file periodic reports with the SEC with respect to C&J Common Stock.

C&J has agreed to cooperate with Keane and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable laws and rules and policies of the NYSE to enable the delisting of the shares of C&J Common Stock from the NYSE and the deregistration of the shares of C&J Common Stock under the Exchange Act as promptly as practicable after the effective time.

The outstanding warrants to purchase shares of C&J Common Stock issued pursuant to that certain warrant agreement, dated as of January 6, 2017 (the “Warrant Agreement”), will be deemed exercised on the last trading day prior to the closing date in accordance with the terms and conditions thereof. No warrants to purchase shares of C&J Common Stock will be outstanding at the effective time, such warrants to be deregistered under the Exchange Act.

Regulatory Approvals (See page 172)

C&J and Keane are required to cooperate with each other and use, and to cause their respective subsidiaries to use, their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things reasonably necessary, proper or advisable on its part under the Merger Agreement and applicable law to cause the conditions to closing to be satisfied as promptly as reasonably practicable and advisable (and in any event no later than the Outside Date) and to consummate and make effective the merger and the other transactions contemplated by the Merger Agreement as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable and advisable all documentation to effect all necessary notices, reports and other filings (including by filing no later than ten business days after the date of the Merger Agreement the notification and report form required under the HSR Act), and to obtain as promptly as reasonably practicable (and in any event no later than the Outside Date) all actions or non-actions, waivers, consents, registrations, expirations or terminations of waiting periods, approvals, permits and authorizations (collectively, “consents”), necessary or advisable to be obtained from any third party or any governmental entity in order to consummate the merger and the other transactions contemplated by the Merger Agreement, executing and delivering any additional instruments necessary to consummate the merger and the other transactions contemplated by the Merger Agreement and refraining from taking any action that would reasonably be expected to impede, interfere with, prevent or materially delay the consummation of the merger and the other transactions contemplated by the Merger Agreement.

C&J and Keane are required under the Merger Agreement to jointly act and cooperate with respect to effecting filings with and obtaining consents from governmental entities and to accept or agree to certain conditions, as described in “The Merger Agreement—Covenants—Cooperation; Efforts to Consummate,” including potential asset divestitures, in order to obtain such regulatory approvals.

The completion of the merger is subject to the receipt of antitrust clearance in the United States. With respect to the United States, under the HSR Act, the merger may not be completed until notification and report forms have been filed with the U.S. Federal Trade Commission (the “FTC”), and the Antitrust Division of the U.S. Department of Justice (the “DOJ”), and the applicable waiting period has expired or been terminated. A transaction requiring notification under the HSR Act may not be completed until the expiration of a 30-calendar-day waiting period following the parties’ filing of their respective HSR Act notifications or the early termination of that waiting period. If the FTC or DOJ issues a request for further information (a “Second Request”) prior to the expiration of the initial waiting period, the parties must observe a second 30-day waiting period, which would begin to run only after both parties have substantially complied with the Second Request, unless the waiting period is terminated earlier or the parties otherwise agree to extend the waiting period. C&J and Keane each filed an HSR Act notification with the FTC and the DOJ on June 28, 2019 and on July 18, 2019, early termination of the HSR Act waiting period was granted.

Appraisal Rights and Dissenters’ Rights (See page 141)

Under the DGCL and the governing documents of C&J and Keane, C&J stockholders and Keane stockholders are not entitled to appraisal rights or dissenters’ rights in connection with the merger.

Litigation Related to the Merger (See page 141)

Following the public announcement of the merger, a purported stockholder of C&J filed a putative federal class action complaint on behalf of himself and all owners of C&J Common Stock (other than defendants and related or affiliated persons) against C&J and the members of the C&J Board and two purported stockholders of C&J filed two putative federal class action complaints on behalf of themselves and all owners of C&J Common Stock (other than defendants and related or affiliated persons) against C&J, the members of the C&J Board, Keane and Merger Sub. A purported stockholder of Keane also filed a putative federal class action

complaint on behalf of himself and all owners of Keane Common Stock (other than defendants and related or affiliated persons) against Keane and the members of the Keane Board. These complaints contain allegations that, among other things, the registration statement on Form S-4, of which this joint proxy statement/prospectus forms a part, fails to disclose certain allegedly material information in violation of federal securities laws. The lawsuits seek injunctive relief enjoining the merger, damages and costs, among other remedies. Another purported stockholder of Keane filed a putative class action complaint in Delaware Chancery Court on behalf of himself and all owners of Keane Common Stock (other than defendants and related or affiliated persons) against the members of the Keane Board. This complaint contains allegations contending, among other things, that the Keane Board breached their fiduciary duties in connection with alleged deficiencies in the registration statement on Form S-4, of which this joint proxy statement/prospectus forms a part. The lawsuit seeks damages and costs, among other remedies. The defendants have not yet answered or otherwise responded to these complaints. C&J, the C&J Board, Keane and the Keane Board believe these lawsuits are without merit and intend to defend against them vigorously.

Risk Factors (See page 34)

In evaluating the Merger Agreement, the merger or the issuance of shares of Keane Common Stock in the merger, you should carefully read this joint proxy statement/prospectus and give special consideration to the factors discussed in “Risk Factors.”