History
Vine Energy listed in March 2021, refinanced its debt within weeks, then was bought by Chesapeake Energy in a cash-and-shares deal that closed on 1 November 2021.
2021: Listing and a debt reset
The record for Vine Energy begins in March 2021, when the exchange cleared its securities for trading. On 23 March the company completed its IPO (the first sale of its shares to the public) of Class A shares, along with a reorganisation that folded its existing owners' interests into Vine Energy Holdings LLC. It also put in place a new $750 million credit facility. Its borrowing base, the cap on what lenders would let it borrow, was $350 million, and $293 million was available after $25 million of letters of credit. An older Third Lien Credit Agreement from December 2019 was terminated, and Vine Holdings took over the 8.75% and 9.75% notes due 2023.
The clean-up continued on 9 April. Vine Energy Holdings sold $950 million of 6.750% senior unsecured notes due April 15, 2029. With cash on hand, it redeemed all $530 million of the 8.75% notes and $380 million of the 9.75% notes on 8 April. The two 2023 issues were replaced by notes with a lower stated rate and a later maturity. Year-end 2021 shares on issue were recorded at 41,040,721.
2021: Sold to Chesapeake
On 11 August, Vine agreed to be acquired by Chesapeake Energy. Each Vine share would become $1.20 in cash plus 0.2486 Chesapeake shares. The deal needed shareholder approval, regulatory clearance and an effective registration statement. A $45 million termination fee applied in certain cases, and either side could walk away if it had not closed by February 10, 2022, a date extendable to June 24, 2022 in some circumstances.
Vine filed its definitive proxy on 1 October and set a virtual stockholder meeting for 1 November. The package was worth about $15.00 per share at the August 10 price, and Vine holders were expected to own about 16% of the combined company. Blackstone funds and management, holding about 72.8% of the vote, had agreed to vote in favour.
The merger closed on 1 November. Stockholders approved it with 68,447,171 votes for, 7,558 against and 9,693 abstaining. Class B shares and Holdings units were converted into Class A first. The first-lien and second-lien loans were repaid and terminated, all directors left, and CEO Marsh, CFO Stoltenberg and COO Elkin resigned as officers. The Class A stock stopped trading on the NYSE before the open on 2 November, and the exchange filed to remove it from listing that day. On 12 November Vine terminated the registration of the securities, ending its reporting obligation.
As of that date, Vine was a wholly owned Chesapeake subsidiary. Seven stockholder lawsuits against the merger had been filed, and their outcome was not stated. The filings also do not say what happened to the $950 million notes.
Written from the 8 story beats below (2021 to 12 Nov 2021), which come from the company's own announcements and filings.