Item 1.02
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Termination of a Material Definitive Agreement
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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
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Completion of Acquisition or Disposition of Assets.
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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 Vines 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
Chesapeakes 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.