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CJ

C&J Energy Services

$10.73

-0.47 (-4.20%)

, FRAC

Keane Group

$6.99

-0.46 (-6.17%)

06:49
06/17/19
06/17
06:49
06/17/19
06:49

C&J Energy Services, Keane Group enter all-stock merger

C&J Energy Services (CJ) and Keane Group (FRAC) announced that they have entered into a definitive agreement whereby the companies will combine in an all-stock merger of equals. The combined company will be positioned as a diversified oilfield services provider with a pro-forma enterprise value of approximately $1.8B, including $255M of net debt. Under the terms of the merger agreement, which has been unanimously approved by the boards of both companies and the special committee of the Keane Board, 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 $1.00 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 share exchange is expected to be tax-free. The merger of equals will create a well completion and production services company in the U.S., with increased scale and density across services and geographies with a prominent presence in the most active U.S. basins. On a pro-forma basis, the combined company would have approximately $4.2B in net revenue and approximately $636M in adjusted EBITDA for the 12 months ended March 31. In addition, the two companies anticipate to achieve annualized run-rate cost synergies of $100M within 12 months after closing. With approximately $173M in cash, or $106M after the $1.00 per share cash dividend is paid to C&J shareholders, the combined company will have flexibility to invest in growth and technology and return capital to shareholders. Together, the combined company will have 2.3M hydraulic fracturing horsepower consisting of approximately 50 frac fleets, 158 wireline trucks, 81 pumpdown units, 28 coiled tubing units, 139 cementing units and 364 workover rigs. The combined company will also have a larger footprint in the most active U.S. basins, including the Permian, Marcellus / Utica, Eagle Ford, Rockies / Bakken, Mid-Continent and California, among others. The combined company expects to generate annualized run-rate cost synergies of approximately $100M within a year after closing through cost reductions in sales, general and administrative expenses, supply chain management and optimization of operational processes. Pro-forma as of March 31, the combined company will have approximately $173M in cash, or $106M after the cash dividend is paid to C&J shareholders, with pro-forma leverage of approximately 0.4x net debt to adjusted EBITDA. The merger of equals will also be immediately accretive to cash flow per share and increase the potential for operating cash flow generation. Pro-forma as of March 31, operating cash flow for the combined company would be $686M, which excludes the $100M of expected annualized run-rate cost synergies. Upon close, Patrick Murray, chairman of the C&J board will serve as chair of the combined company's board and Robert Drummond, CEO of Keane, will serve as president and CEO of the combined company. Jan Kees van Gaalen, CFO of C&J, will serve as executive VP and CFO of the combined company, and Gregory Powell, president and CFO of Keane will serve as executive VP and chief integration officer of the combined company. Additional senior executives for the combined company will be selected from both companies and named prior to the close of the transaction. Upon completion of the transaction, the combined company's board will comprise 12 directors, six of whom will be from the C&J board and six of whom will be from the Keane Board. The combined company's corporate headquarters will remain in Houston, Texas. The transaction has been unanimously approved by the board of C&J. The transaction has been unanimously approved by the board of Keane, following the unanimous recommendation of its special committee comprising independent directors. The merger is expected to close in Q4, following C&J and Keane shareholder approval, regulatory approvals and receipt of other customary closing conditions.

CJ

C&J Energy Services

$10.73

-0.47 (-4.20%)

FRAC

Keane Group

$6.99

-0.46 (-6.17%)

CJ C&J Energy Services
$10.73

-0.47 (-4.20%)

12/19/18
FBCO
12/19/18
DOWNGRADE
Target $16
FBCO
Neutral
C&J Energy Services downgraded to Neutral at Credit Suisse
As previously reported, Credit Suisse analyst James Wicklund downgraded C&J Energy Services to Neutral from Outperform as he updates his sector-wide macro forecasts for a lower expected oil price. In 2019, the analyst sees the overall U.S. rig count declining by about 5%, a 5% decline in completions and a 3% decline in pressure pumping horsepower needed. Wicklund also lowered his price target on the shares to $16 from $27.
12/26/18
PIPR
12/26/18
NO CHANGE
PIPR
Piper Jaffray lowers Core Labs, Liberty Oilfield Services, Oil States targets
Piper Jaffray analyst Bill Herbert has updated his supply/demand framework for the oil sector in Q4 with the assumption of oil prices trading near the low end of the $50-$60 per barrel range in the first half of 2019. The analyst says he is also lowering his drilling rig forecast to reflect the numerous field level activity and reducing his price target on Oil Service names to reflect the findings. Herbert lowers the price target on Basic Energy Services (BAS) to $10 from $11, Baker Hughes (BHGE) to $33.50 from $38, C&J Energy (CJ) to $23.50 from $29, FTS International (FTSI) to $12.50 from $17.25, Gardner Denver (GDI) to $29 from $32, Liberty Oilfield Services (LBRT) to $21 from $27, National Oilwell (NOV) to $32 from $42, Oil States (OIS) to $17 from $25.50, Quintana Energy Services (QES) to $8 from $11.50, RPC Inc (RES) to $11.75 from $15.25, Tenaris (TS) to $34 from $42.50, Mammoth Energy Services (TUSK) to $28 from $36.50, Select Energy Services (WTTR) to $15.15 from $16.50, and Cactus (WHD) to $32 from $44.
01/28/19
JEFF
01/28/19
DOWNGRADE
Target $17
JEFF
Hold
C&J Energy Services downgraded to Hold from Buy at Jefferies
Jefferies analyst Brad Handler downgraded C&J Energy Services to Hold and lowered his price target for the shares to $17 from $18. The analyst elects "not to chase" the shares following the 22% rally year-to-date and is also signaling concern about estimate risk. The risk includes some combination of lower activity in coiled tubing in the first half of 2019 and lower pricing in wireline pumpdown, Handler tells investors in a research note.
05/13/19
SBSH
05/13/19
UPGRADE
SBSH
Buy
C&J Energy Services upgraded to Buy from Neutral at Citi
FRAC Keane Group
$6.99

-0.46 (-6.17%)

03/10/19
GSCO
03/10/19
INITIATION
Target $12
GSCO
Neutral
Keane Group initiated with a Neutral at Goldman Sachs
Goldman Sachs started Keane Group with a Neutral rating and $12 price target.
03/14/19
SBSH
03/14/19
DOWNGRADE
Target $4
SBSH
Neutral
Citi downgrades Nabors to Neutral on back half weighted outlook
Citi analyst Scott Gruber downgraded Nabors Industries (NBR) to Neutral from Buy and cut his price target for the shares to $4.00 from $6.70. The analyst coupled the downgrade with an upgrade of Forum Energy (FET) to Buy from Neutral. Nabors' free cash flow outlook is weighted towards the second half of 2019, with Q1 likely to be a cash burn of $40M-plus, Gruber tells investors in a research note. He believes the magnitude of the cash burn in Q1 will lead to investors questioning if the company can reach its $200M-$250M free cash flow target for the year. With the shares up 70% year-to-date, Gruber expects a "pause" into Nabors' Q1 results. The analyst's top three picks in U.S. Oil Services are Patterson-UTI (PTEN), Keane Group (FRAC) and Forum Energy.
03/15/19
JEFF
03/15/19
UPGRADE
Target $12
JEFF
Buy
Keane Group upgraded to Buy from Hold at Jefferies
Jefferies analyst Brad Handler upgraded Keane Group to Buy from Hold with an unchanged price target of $12.
03/15/19
JEFF
03/15/19
NO CHANGE
JEFF
Jefferies downgrades three, upgrades three in Oil Services & Equipment
Jefferies analyst Brad Handler made a handful of rating changes in Oil Services & Equipment. "The harder we look at OFS, the more modest the growth prospects seem," Handler tells investors in a research note. This supports a neutral sector view and favors stock picking, adds the analyst. He downgraded Schlumberger (SLB) to Hold from Buy following the stock's recovery as well as both Helmerich & Payne (HP) and Precision Drilling (PDS) to Hold from Buy on a flat U.S. rig count outlook. Handler also upgraded Oceaneering International (OII) to Buy from Hold citing more confidence in deepwater and a "reasonable" valuation, upgraded Keane Group (FRAC) to Buy from Hold on easing pricing pressure and optionality to put fleets back to work, and upgraded Superior Energy Services to Hold from Underperform. Handler's top picks are Baker Hughes (BHGE), Patterson-UTI (PTEN) and Keane Group. The latter two replace Helmerich & Payne and Apergy (APY).

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