Item 1.02 Termination of a Material Definitive Agreement
In connection with the consummation of the Merger (as defined below), on
November 1, 2021, Vine Energy Holdings LLC, a Delaware limited liability company
("Vine Holdings") terminated all outstanding commitments and repaid all
outstanding obligations, including principal, interest and fees owing under
(i) the First Lien RBL Credit Agreement, dated as of March 8, 2021, (as amended
from time to time, the "First Lien RBL Credit Agreement"), by and among Vine
Holdings, the lenders from time to time party thereto and Citibank, N.A., as
administrative agent, collateral agent, swingline lender and issuing bank and
(ii) the Second Lien Credit Agreement, dated as of December 30, 2020, (as
amended from time to time, the "Second Lien Credit Agreement", together with the
First Lien RBL Credit Agreement, the "Credit Agreements"), by and among Vine
Holdings, the lenders from time to time party thereto and Morgan Stanley Senior
Funding, Inc., as administrative agent and collateral agent. Additionally, all
liens securing such obligations and all guarantees of such obligations were
simultaneously released.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On November 1, 2021, Chesapeake Energy Corporation, an Oklahoma corporation
("Chesapeake"), completed its previously announced acquisition of Vine Energy
Inc. ("Vine") pursuant to the Agreement and Plan of Merger, dated as of
August 10, 2021 (the "Merger Agreement"), among Chesapeake, Hannibal Merger Sub,
Inc., a Delaware corporation and a wholly owned subsidiary of Chesapeake
("Merger Sub Inc."), Hannibal Merger Sub, LLC, a Delaware limited liability
company and a wholly owned subsidiary of Chesapeake ("Merger Sub LLC"), Vine and
Vine Holdings, whereby (i) Merger Sub Inc. merged with and into Vine, with Vine
surviving the merger as a wholly owned subsidiary of Chesapeake (the "First
Merger" and the surviving entity, the "Surviving Corporation"); and
(ii) immediately following the First Merger, the Surviving Corporation merged
with and into Merger Sub LLC, with Merger Sub LLC surviving the merger as a
wholly owned subsidiary of Chesapeake (the "Second Merger" and, together with
the First Merger, the "Merger"). Immediately prior to the effective time of the
First Merger (the "Effective Time"), each Class B unit representing a limited
liability company interest in Vine Holdings (individually, a "Holdings Unit"),
and each corresponding share of Vine's Class B common stock, issued and
outstanding at such time, was converted into Vine Class A common stock, par
value $0.01 per share ("Class A common stock" and, together with Vine Class B
common stock, "Vine Common Stock"), and each Holdings Unit and each
corresponding share of Vine Class B common stock was cancelled and ceased to
exist. As a result of the Merger, each eligible share of Vine Class A common
stock issued and outstanding immediately prior to the Effective Time was
converted into the right to receive $1.20 in cash, without interest (the "Cash
Consideration"), and 0.2486 shares (the "Exchange Ratio") of Chesapeake's common
stock, par value $0.01 per share ("Chesapeake Common Stock") (such shares the
"Share Consideration" and, together with the cash consideration, the "Merger
Consideration").
Also at the Effective Time: (1) each outstanding award of restricted stock units
of Vine Common Stock (other than an award that fully vested by its terms at the
Effective Time as descripted below) was converted into an award of restricted
stock nits in respect of Chesapeake Common Stock (each, a "Chesapeake restricted
stock unit award") in respect of that number of whole shares of Chesapeake
Common Stock (rounded to the nearest whole share) equal to the product of
(i) the total number of shares of Vine Common Stock subject to such Vine
restricted stock unit award immediately prior to the effective time multiplied
by (ii) the sum of (A) the exchange ratio plus (B) a fraction, (x) the numerator
of which is the cash consideration and (y) the denominator of which is the
closing price per share on the Nasdaq Global Select Market of Chesapeake Common
Stock on the last trading date prior to the closing date of the Merger and
(2) each outstanding award of restricted common stock of Vine that fully vested
by its terms at the Effective Time vested and was converted into the right to
receive the Merger Consideration (net of applicable withholding taxes) in
respect of each share subject to the award.
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Performance goals applicable to Vine restricted stock unit awards were deemed as
having been attained based on the target level of performance, as determined in
accordance with the Merger Agreement.
The issuance of Chesapeake Common Stock in connection with the Merger was
registered under the Securities Act of 1933, as amended (the "Securities Act"),
pursuant to Chesapeake's registration statement on Form S-4 (File
No. 333-259252), declared effective by the Securities and Exchange Commission
(the "SEC") on October 1, 2021. The proxy statement/prospectus (the "Proxy
. . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
In connection with the consummation of the Merger, Vine notified the New York
Stock Exchange (the "NYSE") that each outstanding share of Vine's Class A common
stock was converted into the right to receive the Merger Consideration and
requested that the NYSE withdraw the listing of Vine's Class A common stock.
Upon Vine's request, the NYSE is expected to file a notification of removal from
listing on Form 25 with the SEC with respect to the delisting of Vine's Class A
common stock. Vine's Class A common stock will cease being traded prior to the
opening of the market on November 2, 2021, and will no longer be listed on the
NYSE. In addition, Vine intends to file with the SEC a Form 15 requesting that
the reporting obligations of Vine under Sections 13(a) and 15(d) of the
Securities Exchange Act of 1934 be suspended.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 1.02, Item 2.01 and Item 3.01 of this Current
Report on Form 8-K is incorporated herein by reference.
Item 5.01 Changes in Control of Registrant.
The information set forth in Item 2.01, 3.03 and 5.02 of this Current Report on
Form 8-K are incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
In accordance with the terms of the Merger Agreement, all of the directors of
Vine prior to the Effective Time ceased to be directors of Vine effective as of
the Effective Time.
Also effective as of the Effective Time, each of Eric Marsh, President, Chief
Executive Officer and Chairman of Vine's board of directors, Wayne Stoltenberg,
Executive Vice President and Chief Financial Officer and David Elkin, Executive
Vice President and Chief Operating Officer, resigned as an officer of Vine.
These resignations were not a result of any disagreements between Vine and the
officers on any matter relating to Vine's operations, policies or practices. The
Surviving Corporation will be ultimately managed by the directors and officers
of Chesapeake, as its wholly owned subsidiary.
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Item 5.07 Submission of Matters to a Vote of Security Holders
On November 1, 2021, Vine held a virtual special meeting of stockholders (the
"Special Meeting") to consider and vote upon proposals to (i) adopt the Merger
Agreement (the "Merger Proposal"), (ii) approve, by a non-binding advisory vote,
certain compensation that may be paid or become payable to Vine's named
executive officers that is based on or otherwise relates to the Merger
contemplated by the Merger Agreement (the "Compensation Advisory Proposal") and
(ii) approve an adjournment of the Special Meeting, if necessary or appropriate,
to solicit additional proxies if there are not sufficient votes to adopt the
Merger Agreement (the "Adjournment Proposal").
The final voting results as to each proposal are set forth below. Each of the
proposals is described in greater detail in the Proxy Statement/Prospectus, and
first mailed to Vine's stockholders on or about October 1, 2021. As there were
sufficient votes to approve the Merger Proposal and Compensation Advisory
Proposal, the "Adjournment Proposal" was not presented to stockholders.
Proposal One - The Merger Proposal.
The Merger Proposal was approved. Voting results were as follows:
For Against Abstain Broker Non-Votes
68,447,171 7,558 9,693 N/A
Proposal Two - The Compensation Advisory Proposal.
The Compensation Advisory Proposal was approved. Voting results were as follows:
For Against Abstain Broker Non-Votes
66,160,467 1,669,395 634,560 N/A
Item 9.01 Financial Statements and Exhibits
2.1 Agreement and Plan of Merger by and among Chesapeake Energy Corporation,
Hannibal Merger Sub, Inc., Hannibal Merger Sub, LLC, Vine Energy, Inc. and
Vine Energy Holdings, LLC., dated as of August 10, 2021( incorporated by
reference to Exhibit 2.1 to Vine Energy Inc.'s Current Report on Form 8-K
filed on August 11, 2021).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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