Investor Presentation Barclays CEO Energy-Power Conference September 4, 2019 Company Presentation March 2019 0
Table of Contents Merger Overview & Rationale.....4 Merger September 2019 Update....18 Appendix............26 3
Merger Overview & Rationale 4
Transformative Merger of Equals Highly strategic combination of complementary oilfield service companies Combined Profile Merger Overview Keane and C&J have entered into a definitive Increased Scale with High- agreement to combine in…
Transaction Rationale Combination results in enhanced scale, value and financial position Scale & Diversity Across Services & Geographies: Creates large, diversified 1 well completions and production services company, with strong…
Significant Scale in the U.S. 1 Creating a leading provider of multi-basin completions & production services in the U.S. Ability to serve Improved efficiencies Ability to leverage customers with via increased basin existing technology…
Broader Basin Reach & Service Diversity 1 Greater scale and scope with meaningful position in the most active U.S. basins Revenue by Basin1 % of total revenue 4.0 billion Adjusted EBITDA1,2 567 million 43% 7% 7% 20% 86%…
Significant Value from Synergies 2 Driving value creation via 100mm of non-market dependent cost synergies SG&A Efficiency in support structure Overhead consolidation Economies of scale Supply SG&AChain 100mm Proppant, chemicals…
Enhanced Positioning Relative to Peers 2 Unrivaled scale enhances financial and operational flexibility Revenue1 (LTM, mm) 3,965 1.9x larger than the next largest peer 2,109 2,070 2,016 1,895 1,866 1,510 1,031 Pro-Forma…
Strong Financial Position 3 Delivers stability and increased flexibility to invest in business innovation As of June 30, 2019 Cash1 165mm Data in million Keane C&J Pro-Forma Cash 117 114 1651 Net Debt1 Senior Secured Term Loan…
Complementary Cultures & Platforms 4 Like-minded approach to strategy, customers and shareholder value Customer Centric Culture Safety Employees Asset Quality We share an unwavering We recognize that our We rigorously maintain…
High-Quality Portfolio of Frac Assets 4 Shared approach to maintenance; perpetual cycle to keep assets fresh Safe and Reliable Leading Operational Strong Focus on Reducing Operations Execution Non-Productive Time Highly-utilized…
Portfolio of Blue-Chip Customers 4 Highly complementary customer base with limited overlap Partnerships with high-quality customers Focused on delivering top-tier safety, efficiency and execution Combined scale enables…
Combined History of Successful M&A 4 Shared track record of M&A selection, execution and integration Focused on Proven Ability to Committed to Disciplined Capital Expansion, Successfully Shareholder Value Allocation Approach…
Poised for Continued Innovation & Returns 5 Leading, high-quality asset base 2.3mm HHP + Full suite of non-frac services Constant evaluation of Technology Generating attractive product line performance based on returns…
Merger September 2019 Update 18
Unique Set of Attributes A new service company with unique attributes and a compelling value proposition 70 Oilfield Service companies1 Public companies 2 billion 19 LTM revenue 4.0…
Illustrative Earnings Potential Significant free cash flow in a range of scenarios 250 900+ million + 100 160+ million Hydraulic Fracturing Adjusted EBITDA Other Services Adjusted EBITDA3 Annualized Adj. EBITDA / 100 115 136 145 160…
Potential Uses of Free Cash Flow Management team focused on delivering value to shareholders Capital Return Balance Sheet Asset Optionality Strengthening Development Stock Debt Technology to buyback retirement deliver next level…
Transaction Closing Timeline Merger remains on track to be completed in the fourth quarter of 2019 Aug 2019 C&J reducing costs; Adjusted SG&A1 11% Proxy Expected June 2019 (2Q19 vs. 1Q19) materials merger Merger made available…
Integration Planning & Strategy Robust integration planning focused on delivering value Vision Plan Stabilize Deliver Value DAY 1 - 90 DAY 90+ DAY 1 Principles Structure Focus Execution guide our decisions reduces risk reduces…
Joint Commitment to Technology Value-added technology a core part of our combined DNA Surface Technology Digital Capabilities Down-hole products Well swap systems Digital operating center Optimize frac placement Modular guns &…
Merger of Equals: C&J and Keane 1 Scale & Diversity Across Services & Geographies 2 Significant Synergies & Value Creation + 3 Strong Financial Position 4 Complementary Cultures & Operating Philosophy 5 Positioned for…
Appendix 26
Merger Summary All-stock merger of equals 1.6149 shares of Keane common stock issued for each outstanding share of C&J common stock Transaction Share exchange expected to be tax-free Structure Agreement permits cash dividend of 1.00…
Non-GAAP Reconciliations C&J ENERGY SERVICES, INC. AND SUBSIDIARIES RECONCILIATION OF FRACTURING NET INCOME TO FRACTURING ADJUSTED EBITDA (in thousands, except fleet data) (unaudited) Three Months Ended June 30, 2019 Fracturing…
Non-GAAP Reconciliations (cont.) C&J ENERGY SERVICES, INC. AND SUBSIDIARIES RECONCILIATION OF OTHER SERVICES ADJUSTED EBITDA (in thousands, except fleet data) (unaudited) Three Months Ended June 30, 2019 Non-fracturing net loss…
Non-GAAP Reconciliations (cont.) C&J ENERGY SERVICES, INC. AND SUBSIDIARIES RECONCILIATION OF SG&A TO ADJUSTED SG&A (in thousands) (unaudited) Three Months Ended June 30, 2019 March 31, 2019 SG&A 54,562 53,684 Severance and…
Non-GAAP Reconciliations (cont.) KEANE GROUP, INC. AND SUBSIDIARIES RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA (in thousands, except fleet data) (unaudited) Three Months Ended June 30, 2019 Completion Other Corporate…
Keane Investor Contacts C&J Investor Contacts Greg Powell Marc Silverberg Jan Kees JK van Gaalen Daniel Jenkins President & CFO Managing Director (ICR) Chief Financial Officer VP Investor Relations investorskeanegrp.com…
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