12 Nov 2021listing compliance notice▼ BadMajor
VINE ENERGY INC. terminated the registration of a class of securities, ending its reporting obligation for them.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
2 Nov 2021listing compliance notice● NeutralMajor
VINE ENERGY INC.'s exchange filed to remove a class of its securities from listing.
1 Nov 2021business combination● NeutralMajor
The Chesapeake merger closed on Nov 1, 2021, after stockholders approved it (68,447,171 for, 7,558 against, 9,693 abstaining). Each Vine Class A share became $1.20 in cash plus 0.2486 Chesapeake shares, and Class B shares and Holdings units were converted into Class A first. Vine's Class A stock stops trading on the NYSE before the open on Nov 2, Vine plans to file a Form 15 to suspend its SEC reporting, its directors left, CEO Marsh, CFO Stoltenberg and COO Elkin resigned as officers, and the first-lien RBL and second-lien loan were repaid and terminated. This resolves the vote, closing and borrowing-base threads. The filing does not mention the shareholder lawsuits.
25 Oct 2021business combination● Neutral
Seven shareholder lawsuits have been filed over the Chesapeake merger, claiming the proxy statement left out material information, mainly about financial projections, the advisors' analyses and post-deal jobs and benefits. They seek to block the merger and win damages. Vine calls the claims meritless but is adding extra disclosures to the proxy (mostly more detail on Houlihan Lokey's valuation analyses) to end the suits, without admitting any wrong. The merger terms are unchanged, and the Nov 1 vote is still ahead.
1 Oct 2021business combination● NeutralMajor
Vine filed its definitive proxy for the Chesapeake merger, setting a November 1, 2021 virtual stockholder meeting. The terms are unchanged: $1.20 cash plus 0.2486 Chesapeake shares per Vine share, worth about $15.00 per share at the August 10 price, with Vine holders expected to own about 16% of the combined company. Blackstone funds and management, holding about 72.8% of the vote, have agreed to vote in favour, so approval is assured unless the board changes its recommendation.
15 Sept 2021debt financing● Neutral
Vine Energy Holdings and its lenders amended the March 2021 credit agreement. The amendment postpones the scheduled borrowing base review from October 1, 2021 to December 1, 2021 (or as soon as possible after) and waives certain requirements to maintain hedges during the hedging extension period. The filing does not state why.
11 Aug 2021business combination● NeutralMajor
Vine Energy agreed to be acquired by Chesapeake Energy. Each Vine share would convert into $1.20 in cash plus 0.2486 Chesapeake shares. The deal needs Vine shareholder approval, regulatory clearance and an effective registration statement, and a $45 million termination fee applies in certain cases. The deal can be terminated if not closed by February 10, 2022 (extendable to June 24, 2022 in some circumstances).
9 Apr 2021debt financing▲ GoodMajor
Vine Energy Holdings sold $950 million of 6.750% senior unsecured notes due April 15, 2029. It used the proceeds plus cash on hand to redeem all $530 million of its 8.75% notes and $380 million of its 9.75% notes due 2023 on April 8, 2021. This continues the post-IPO debt restructuring: the two 2023 note issues are replaced by notes with a lower stated rate and a later maturity.
23 Mar 2021asset acquisition disposition● NeutralMajor
Vine Energy completed its IPO of Class A shares and the related reorganisation. Existing owners' interests were folded into Vine Energy Holdings LLC, and the company put in place a new $750 million credit facility (borrowing base $350 million, $293 million available after $25 million of letters of credit). The older Third Lien Credit Agreement from December 2019 was terminated, and the 8.75% and 9.75% notes due 2023 were taken over by Vine Holdings.
17 Mar 2021listing compliance notice▲ GoodMajor
the exchange certified VINE ENERGY INC.'s securities for listing, clearing them to begin trading.
14 May 2019listing compliance notice▼ Bad
VINE ENERGY INC. withdrew a registration statement, abandoning the offering it covered.