This Amendment No. 1 (Amendment No. 1) to Schedule 13D relates to the Class A
common stock, par value $0.01 per share (the Class A Common Stock), of Vine Energy Inc., a Delaware corporation (the Issuer), and amends and supplements the initial statement on Schedule 13D filed on April 2, 2021
(the Schedule 13D). Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings ascribed to them in the Schedule 13D.
Item 2. Identity and Background
Item 2 of the
Schedule 13D is hereby amended by incorporating herein by reference the information set forth on the updated Schedule I attached hereto.
Item 4. Purpose of Transaction
Item 4 of the
Schedule 13D is hereby amended and supplemented by the following:
On August 10, 2021, Chesapeake Energy Corporation, an Oklahoma corporation
(Acquiror), Hannibal Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Acquiror (Merger Sub Inc.), Hannibal Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of
Acquiror (Merger Sub LLC), Issuer, and Vine Energy Holdings, LLC, a Delaware limited liability company (Holdings) entered into an Agreement and Plan of Merger (the Merger Agreement). Pursuant to the Merger
Agreement, on and subject to the terms and conditions set forth therein, (i) Merger Sub Inc. will be merged with and into Issuer (the First Merger) and, as a result, the separate existence of Merger Sub Inc. will cease and Issuer
will continue its existence under the laws of the State of Delaware as the surviving corporation and as a wholly owned subsidiary of Acquiror (in such capacity, the Surviving Corporation) and (ii) immediately after the First Merger,
the Surviving Corporation will be merged with and into Merger Sub LLC and, as a result, the separate existence of the Surviving Corporation will cease and Merger Sub LLC will continue its existence under the laws of the State of Delaware as the
surviving company and as a wholly owned subsidiary of Acquiror (the Second Merger and, together with the First Merger, the Merger). The foregoing description of the Merger Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange
Commission on August 11, 2021 (the August 11 Form 8-K).
In connection with the Merger Agreement,
on August 10, 2021, the Blackstone Direct Holders entered into a merger support agreement with Acquiror, Merger Sub Inc., Merger Sub LLC, and the Issuer (the Merger Support Agreement), pursuant to which the Blackstone Direct Holders
have agreed to vote their shares in favor of the matters to be submitted to the Issuers stockholders in connection with the Merger, subject to the terms and conditions set forth in the Merger Support Agreement.
The Merger Support Agreement will terminate upon the earliest to occur of the following: (a) the termination of the Merger Agreement in accordance with
its terms, (b) the effective time of the Merger, and (c) an amendment to the Merger Agreement without the prior written consent of each stockholder party to the Merger Support Agreement that (i) reduces the Merger Consideration (as
defined in the Merger Agreement), on a per share of Class A Common Stock basis, or, (ii) changes the form of consideration payable in the Merger to the holders of Class A Common Stock or (d) the mutual written consent of the
parties to the Merger Support Agreement. The foregoing description of the Merger Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Support Agreement, which is referenced as
Exhibit G to this Schedule 13D.
In connection with the Merger Agreement, on August 10, 2021, parties to the Tax Receivable Agreement, dated
as of March 17, 2021, by and between the Issuer and certain members of Holdings (the TRA) entered into an amendment thereto (the TRA Amendment), which provides for the termination of the TRA immediately prior to the
effective time of the Merger for no consideration.