0000899243-21-042880.txt : 20211103
0000899243-21-042880.hdr.sgml : 20211103
20211103201414
ACCESSION NUMBER: 0000899243-21-042880
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211101
FILED AS OF DATE: 20211103
DATE AS OF CHANGE: 20211103
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Blackstone Side-by-Side Umbrella GP L.L.C.
CENTRAL INDEX KEY: 0001770692
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13726
FILM NUMBER: 211377475
BUSINESS ADDRESS:
STREET 1: C/O THE BLACKSTONE GROUP L.P.
STREET 2: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
BUSINESS PHONE: 212-583-5000
MAIL ADDRESS:
STREET 1: C/O THE BLACKSTONE GROUP L.P.
STREET 2: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BLACKSTONE FAMILY GP LLC
CENTRAL INDEX KEY: 0001404964
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13726
FILM NUMBER: 211377483
BUSINESS ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
BUSINESS PHONE: 212-583-5000
MAIL ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Blackstone Side-by-Side Umbrella Partnership L.P.
CENTRAL INDEX KEY: 0001663886
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13726
FILM NUMBER: 211377476
BUSINESS ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
BUSINESS PHONE: 212-583-5000
MAIL ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Blackstone Energy Management Associates L.L.C.
CENTRAL INDEX KEY: 0001713955
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13726
FILM NUMBER: 211377480
BUSINESS ADDRESS:
STREET 1: C/O THE BLACKSTONE GROUP L.P.
STREET 2: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
BUSINESS PHONE: (212) 583-5000
MAIL ADDRESS:
STREET 1: C/O THE BLACKSTONE GROUP L.P.
STREET 2: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Blackstone EMA L.L.C.
CENTRAL INDEX KEY: 0001713957
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13726
FILM NUMBER: 211377481
BUSINESS ADDRESS:
STREET 1: C/O THE BLACKSTONE GROUP L.P.
STREET 2: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
BUSINESS PHONE: (212) 583-5000
MAIL ADDRESS:
STREET 1: C/O THE BLACKSTONE GROUP L.P.
STREET 2: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BCP VI SBS Holdings L.L.C.
CENTRAL INDEX KEY: 0001851913
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13726
FILM NUMBER: 211377477
BUSINESS ADDRESS:
STREET 1: C/O THE BLACKSTONE GROUP INC.
STREET 2: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
BUSINESS PHONE: 212-583-5000
MAIL ADDRESS:
STREET 1: C/O THE BLACKSTONE GROUP INC.
STREET 2: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Blackstone Energy Partners Q L.P.
CENTRAL INDEX KEY: 0001851443
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13726
FILM NUMBER: 211377482
BUSINESS ADDRESS:
STREET 1: C/O THE BLACKSTONE GROUP INC.
STREET 2: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
BUSINESS PHONE: 212-583-5000
MAIL ADDRESS:
STREET 1: C/O THE BLACKSTONE GROUP INC.
STREET 2: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Blackstone Energy Family Investment Partnership SMD L.P.
CENTRAL INDEX KEY: 0001851447
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13726
FILM NUMBER: 211377479
BUSINESS ADDRESS:
STREET 1: C/O THE BLACKSTONE GROUP INC.
STREET 2: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
BUSINESS PHONE: 212-583-5000
MAIL ADDRESS:
STREET 1: C/O THE BLACKSTONE GROUP INC.
STREET 2: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BTAS Associates L.L.C.
CENTRAL INDEX KEY: 0001851531
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13726
FILM NUMBER: 211377478
BUSINESS ADDRESS:
STREET 1: C/O THE BLACKSTONE GROUP INC.
STREET 2: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
BUSINESS PHONE: 212-583-5000
MAIL ADDRESS:
STREET 1: C/O THE BLACKSTONE GROUP INC.
STREET 2: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BTAS Q Holdings L.L.C.
CENTRAL INDEX KEY: 0001851532
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13726
FILM NUMBER: 211377474
BUSINESS ADDRESS:
STREET 1: C/O THE BLACKSTONE GROUP INC.
STREET 2: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
BUSINESS PHONE: 212-583-5000
MAIL ADDRESS:
STREET 1: C/O THE BLACKSTONE GROUP INC.
STREET 2: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CHESAPEAKE ENERGY CORP
CENTRAL INDEX KEY: 0000895126
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
IRS NUMBER: 731395733
STATE OF INCORPORATION: OK
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 6100 N WESTERN AVE
CITY: OKLAHOMA CITY
STATE: OK
ZIP: 73118
BUSINESS PHONE: 4058488000
MAIL ADDRESS:
STREET 1: 6100 NORTH WESTERN AVE
CITY: OKLAHOMA CITY
STATE: OK
ZIP: 73118
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2021-11-01
0
0000895126
CHESAPEAKE ENERGY CORP
CHK
0001404964
BLACKSTONE FAMILY GP LLC
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001851443
Blackstone Energy Partners Q L.P.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001713955
Blackstone Energy Management Associates L.L.C.
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001713957
Blackstone EMA L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001851447
Blackstone Energy Family Investment Partnership SMD L.P.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001851531
BTAS Associates L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001851913
BCP VI SBS Holdings L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001663886
Blackstone Side-by-Side Umbrella Partnership L.P.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001770692
Blackstone Side-by-Side Umbrella GP L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001851532
BTAS Q Holdings L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
Common Stock
4642228
I
See Footnotes
Common Stock
2563751
I
See Footnotes
Common Stock
4069275
I
See Footnotes
Common Stock
1656957
I
See Footnotes
Common Stock
59931
I
See Footnotes
Common Stock
25511
I
See Footnotes
Reflects securities directly held by Vine Investment LLC. Vine Oil & Gas Holdings LLC ("Holdings") is the managing member of Vine Investment LLC. Holdings is owned by Blackstone Capital Partners VI-Q L.P. ("BCP VI-Q"), Blackstone Energy Partners Q L.P. ("BEP Q"), Blackstone Family Investment Partnership VI-ESC L.P. ("BFIP VI"), Blackstone Energy Family Investment Partnership ESC L.P. ("BEFIP ESC") and Blackstone Energy Family Investment Partnership SMD L.P. ("BEFIP SMD"). The general partner of BEFIP ESC is BEP Side-by-Side GP L.L.C.
Reflects securities directly held by Vine Investment II LLC. Vine Investment II LLC is owned by Blackstone Capital Partners VI-Q (Pub) L.P. ("BCP VI AIV"), and Blackstone Energy Partners Q (Pub) L.P. ("BEP AIV").
Reflects securities directly held by Brix Investment LLC. Brix Investment LLC is owned by B&H Oil and Gas L.L.C ("B&H Oil & Gas"). B&H Oil & Gas is owned by BCP VI-Q, BFIP VI, BCP VI SBS Holdings L.L.C. ("BCP VI SBS Holdings"), Blackstone Energy Partners II Q L.P. ("BEP II Q"), Blackstone Energy Partners II.F Q L.P. ("BEP II.F Q"), Blackstone Energy Family Investment Partnership II-ESC L.P. ("BEFIP II-ESC"), Blackstone Energy Family Investment Partnership II SMD L.P. ("BEFIP II SMD"), BEP II SBS Holdings L.L.C. ("BEP II SBS Holdings") and BTAS Q Holdings L.L.C. ("BTAS Q Holdings"). The general partner of BFIP VI is BCP VI Side-by-Side GP L.L.C.
Reflects securities directly held by Brix Investment II LLC. Brix Investment II LLC is owned by Blackstone Energy Partners II Q (Pub) L.P. ("BEP II AIV"), Blackstone Energy Partners II.F Q (Pub) L.P. ("BEP II.F AIV") and BCP VI AIV.
Reflects securities of the Issuer held directly by Harvest Investment LLC. Harvest Investment LLC is owned by B&H Oil & Gas. B&H Oil & Gas is owned by BCP VI-Q, BFIP VI, BCP VI SBS Holdings, BEP II Q, BEP II.F Q, BEFIP II-ESC, BEFIP II SMD, BEP II SBS Holdings and BTAS Q Holdings. The general partner of BFIP VI is BCP VI Side-by-Side GP L.L.C. The general partner of BEFIP II-ESC is BEP II Side-by-Side GP L.L.C.
Reflects securities directly held by Harvest Investment II LLC. Harvest Investment II LLC is owned by BEP II AIV, BEP II.F AIV and BCP VI AIV.
Blackstone Management Associates VI L.L.C. is the general partner of BCP VI-Q and BCP VI AIV. The sole member of Blackstone Management Associates VI L.L.C. is BMA VI L.L.C.
Blackstone Energy Management Associates L.L.C. is the general partner of BEP AIV and BEP Q. The sole member of Blackstone Energy Management Associates L.L.C. is Blackstone EMA L.L.C.
Blackstone Energy Management Associates II L.L.C. is the general partner of BEP II Q, BEP II.F Q, BEP II AIV and BEP II.F AIV. The sole member of Blackstone Energy Management Associates II L.L.C. is Blackstone EMA II L.L.C.
Blackstone Family GP L.L.C. is the general partner of BEFIP SMD and BEFIP II SMD. Blackstone Family GP L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
Blackstone Side-by-Side Umbrella Partnership L.P. is the sole member of each of BEP II SBS Holdings and BCP VI SBS Holdings. The general partner of Blackstone Side-by-Side Umbrella Partnership L.P. is Blackstone Side-by-Side Umbrella GP L.L.C.
BTAS Associates L.L.C. is the managing member of BTAS Q Holdings.
Blackstone Holdings III L.P. is the managing member of each of BMA VI L.L.C., Blackstone EMA L.L.C., BTAS Associates L.L.C. and Blackstone EMA II L.L.C. and the sole member of each of BCP VI Side-by-Side GP L.L.C., BEP Side-by-Side GP L.L.C., BEP II Side-by-Side GP L.L.C. and Blackstone Side-by-Side Umbrella GP L.L.C. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C.
Blackstone Inc. is the sole member of Blackstone Holdings III GP Management L.L.C. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
On November 1, 2021, pursuant to the Agreement and Plan of Merger dated as of August 10, 2021 (the "merger agreement"), (i) a wholly owned subsidiary of Chesapeake Energy Corporation ("Chesapeake") merged with and into Vine Energy Inc. ("Vine"), with Vine surviving the merger as a wholly owned subsidiary of Chesapeake (the "first merger" and the surviving entity, the "surviving corporation", the time of such first merger being the "effective time"); and (ii) immediately following the first merger, the surviving corporation merged with and into Hannibal Merger Sub LLC, a wholly owned subsidiary of Chesapeake ("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").
(Continued from Footnote 15) Immediately prior to the effective time, each Class B unit representing a limited liability company interest in Vine Energy Holdings LLC (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 each Holdings Unit and each corresponding share of Vine Class B common stock was cancelled and ceases 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.
Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4.
Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
BLACKSTONE ENERGY PARTNERS Q L.P., By: Blackstone Energy Management Associates L.L.C., its gp, By: Blackstone EMA L.L.C., is sm, By: Blackstone Holdings III L.P., mm, By: Blackstone Holdings III GP Management L.L.C., its indirect gp, By: /s/ Tabea Hsi
2021-11-03
BLACKSTONE ENERGY MANAGEMENT ASSOCIATES L.L.C., By: Blackstone EMA L.L.C., is sm, By: Blackstone Holdings III L.P., its mm, By: Blackstone Holdings III GP L.P., gp, By: Blackstone Holdings III GP Management L.L.C., gp, By: /s/ Tabea Hsi, Title: SMD
2021-11-03
BLACKSTONE EMA L.L.C., By: Blackstone Holdings III L.P., its managing member, By: Blackstone Holdings III GP L.P., its general partner, By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: SMD
2021-11-03
BLACKSTONE ENERGY FAMILY INVESTMENT PARTNERSHIP SMD L.P., By: Blackstone Family GP L.L.C., its general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director
2021-11-03
BCP VI SBS HOLDINGS L.L.C., By: Blackstone Side-by-Side Umbrella Partnership L.P., its general partner, By: Blackstone Side-by-Side Umbrella GP L.L.C., its general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Manager
2021-11-03
BLACKSTONE SIDE-BY-SIDE UMBRELLA PARTNERSHIP L.P., By: Blackstone Side-by-Side Umbrella GP L.L.C., its general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Manager
2021-11-03
BLACKSTONE SIDE-BY-SIDE UMBRELLA GP L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Manager
2021-11-03
BTAS Q HOLDINGS L.L.C., By: BTAS Associates L.L.C., its managing member, By: /s/ Jeffrey C. Iverson, Name: Jeffrey C. Iverson, Title: Managing Director and General Counsel
2021-11-03
BTAS ASSOCIATES L.L.C., By: /s/ Jeffrey C. Iverson, Name: Jeffrey C. Iverson, Title: Managing Director and General Counsel
2021-11-03
BLACKSTONE FAMILY GP L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director
2021-11-03