0001193125-21-084224.txt : 20210317 0001193125-21-084224.hdr.sgml : 20210317 20210317171830 ACCESSION NUMBER: 0001193125-21-084224 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20210317 DATE AS OF CHANGE: 20210317 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VINE ENERGY INC. CENTRAL INDEX KEY: 0001693853 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-253366 FILM NUMBER: 21751575 BUSINESS ADDRESS: STREET 1: 5800 GRANITE PARKWAY, SUITE 550 CITY: PLANO STATE: TX ZIP: 75024 BUSINESS PHONE: (469) 606-0540 MAIL ADDRESS: STREET 1: 5800 GRANITE PARKWAY, SUITE 550 CITY: PLANO STATE: TX ZIP: 75024 FORMER COMPANY: FORMER CONFORMED NAME: VINE RESOURCES INC. DATE OF NAME CHANGE: 20170105 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VINE ENERGY INC. CENTRAL INDEX KEY: 0001693853 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP BUSINESS ADDRESS: STREET 1: 5800 GRANITE PARKWAY, SUITE 550 CITY: PLANO STATE: TX ZIP: 75024 BUSINESS PHONE: (469) 606-0540 MAIL ADDRESS: STREET 1: 5800 GRANITE PARKWAY, SUITE 550 CITY: PLANO STATE: TX ZIP: 75024 FORMER COMPANY: FORMER CONFORMED NAME: VINE RESOURCES INC. DATE OF NAME CHANGE: 20170105 FWP 1 d86799dfwp.htm FWP FWP

Filed Pursuant to Rule 433 under the Securities Act of 1933

Free Writing Prospectus dated March 17, 2021

Relating to Preliminary Prospectus dated March 9, 2021

Registration Statement No. 333-253366

Vine Energy Inc.

This free writing prospectus relates to the initial public offering of shares of Class A common stock, par value $0.01 per share, of Vine Energy Inc. (the “Company”, “we” or “us”) and should be read together with the preliminary prospectus dated March 9, 2021 (the “Preliminary Prospectus”) included in Amendment No. 3 to the Registration Statement on Form S-l (File No. 333-253366) of the Company. The following information updates the information contained in the Preliminary Prospectus. Capitalized terms used, but not defined, herein have the meanings set forth in the Preliminary Prospectus.

 

Public offering price (per share)

    $14.00

Class A common stock offered by us

    21,500,000 shares (or 24,725,000 shares, if the underwriters exercise in full their option to purchase additional shares).

Class A common stock to be outstanding after the offering

    37,806,386 shares (or 41,031,386 shares, if the underwriters exercise in full their option to purchase additional shares).

Class B common stock to be outstanding immediately after completion of this offering

    34,227,870 shares, or one share for each Vine Unit held by the Vine Unit Holders immediately following this offering. Class B shares are non-economic. When a Vine Unit is exchanged for a share of Class A common stock, a corresponding share of Class B common stock will be surrendered.

Use of Proceeds

   

We expect to receive approximately $280.8 million of net proceeds from the sale of the Class A common stock offered by us (or approximately $323.7 million, if the underwriters exercise in full their option to purchase additional shares) after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

 

We intend to use the net proceeds from this offering and approximately $32 million in borrowings under our New RBL to repay in full and terminate each of the RBL and the Brix Credit Facility.

Share Allocation   

The Vine Energy Investment Vehicles and Vine Energy Investment II Vehicles (the “Investment Vehicles”), have indicated an interest in purchasing up to $60 million, or up to approximately 4.29 million shares of Class A common stock being offered hereby at the price to the public. The underwriters will not receive any underwriting discount or commission on the sale of any shares to Blackstone or its affiliates. The number of shares of Class A common stock available for sale to the general public will be reduced to the extent the Investment Vehicles purchase such Class A common stock.

 

Assuming the Investment Vehicles purchase $60 million, or up to approximately 4.29 million shares of Class A common stock in this offering, the Investment Vehicles, and as a result Blackstone, will beneficially own, upon completion of this offering, approximately 76% of the combined voting power of our Class A and Class B common stock (or 66%, if the underwriters exercise in full their option to purchase additional shares).

To review the Preliminary Prospectus, please click the following link on the Securities and Exchange Commission (“SEC”) website at: https://www.sec.gov/Archives/edgar/data/0001693853/000119312521073954/d151897ds1a.htm#rom151897_8

The Company has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Company, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting any of the following sources:

 

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Citigroup, Attention: Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, (800) 831-9146

 

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Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, 6933 Louis Stephens Drive, Morrisville, NC 27560, Telephone: 1-800-221-1037, E-mail: usa.prospectus@credit-suisse.com

 

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Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014

 

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Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Telephone: (888) 603-5847, Email: Barclaysprospectus@broadridge.com

 

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BofA Securities, Inc., Attention: Prospectus Department, NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte NC 28255-0001, Email: dg.prospectus_requests@bofa.com

 

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RBC Capital Markets, LLC, 200 Vesey Street, 8th Floor, New York, NY 10281-8098; Attention: Equity Syndicate; Phone: 877-822-4089; Email: equityprospectus@rbccm.com

 

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