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EX-23.4 - EX-23.4 - VINE ENERGY INC.d139111dex234.htm
EX-23.3 - EX-23.3 - VINE ENERGY INC.d139111dex233.htm
EX-23.2 - EX-23.2 - VINE ENERGY INC.d139111dex232.htm
EX-23.1 - EX-23.1 - VINE ENERGY INC.d139111dex231.htm
EX-5.1 - EX-5.1 - VINE ENERGY INC.d139111dex51.htm

As filed with the Securities and Exchange Commission on March 17, 2021.

Registration No. 333-                    

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Vine Energy Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   1311   81-4833927

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification No.)

5800 Granite Parkway, Suite 550

Plano, Texas 75024

Telephone: (469) 606-0540

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

 

Eric D. Marsh

Chairman and Chief Executive Officer

5800 Granite Parkway, Suite 550

Plano, Texas 75024

Telephone: (469) 606-0540

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Matthew R. Pacey

Michael W. Rigdon

Kirkland & Ellis LLP

609 Main Street, Suite 4700

Houston, Texas 77002

Telephone: (713) 836-3600

 

Alan Beck

Thomas G. Zentner

Vinson & Elkins L.L.P.

1001 Fannin, Suite 2500

Houston, Texas 77002

Telephone: (713) 758-2222

 

 

Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after the Registration Statement is declared effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☒ File No. 333-253366

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of

Securities to be Registered

  Amount to be
Registered(1)
 

Proposed

Maximum

Offering Price

Per Share

 

Proposed

Maximum
Aggregate

Offering Price(1)(2)

  Amount of
Registration Fee

Class A Common Stock, par value $0.01 per share(3)

  3,162,500   $14.00(2)   $44,275,000   $4,830.40

 

 

(1)

Includes 412,500 shares of Class A common stock that are subject to the underwriters’ option to purchase additional shares.

(2)

Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(a) under the Securities Act of 1933.

(3)

The shares of Class A common stock being registered hereunder are in addition to the 21,562,500 shares of Class A common stock registered pursuant to the Registrant’s Registration Statement on Form S-1 (File No. 333-253366).

 

 

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act.

 

 

 


EXPLANATORY NOTE AND INCORPORATION OF

CERTAIN INFORMATION BY REFERENCE

This Registration Statement on Form S-1 is being filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, by Vine Energy Inc. (the “Registrant”). This Registration Statement incorporates by reference the contents of, including all exhibits to, the Registrant’s Registration Statement on Form S-1 (File No. 333-253366), as amended, which was declared effective by the Commission on March 17, 2021.

The Registrant hereby (i) undertakes to pay the Commission the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount as soon as practicable (but no later than the close of business on March 18, 2021) and (ii) certifies that it has sufficient funds in the relevant account to cover the amount of such filing fee.



SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plano, State of Texas, on the 17th day of March, 2021.

 

VINE ENERGY INC.
By:  

/s/ Eric D. Marsh

Name:   Eric D. Marsh
Title:   President, Chief Executive Officer and Chairman of the Board

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on the 17th day of March, 2021.

 

Signature

     

Title

/s/ Eric D. Marsh

    President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer)
Eric D. Marsh  

*

    Chief Financial Officer (Principal Financial Officer)
Wayne B. Stoltenberg  

*

    Chief Accounting Officer (Principal Accounting Officer)
Brian D. Dutton  

*

    Director
Angelo G. Acconcia  

*

    Director
Murat T. Konuk  

*

    Director
Charles M. Sledge  

 

* By:  

/s/ Eric. D. Marsh

Name:   Eric D. Marsh
Title:   Attorney-in-fact