CHK Chesapeake Energy Corp

On November 1, 2021, Chesapeake Energy Corporation (“Chesapeake”) completed its previously announced acquisition of Vine Energy Inc., a Delaware corporation (“Vine”), pursuant to the Agreement and Plan of Merger, dated as of August 10, 2021 (the “Merger Agreement”), by and among Chesapeake, Vine, Vine Energy Holdings LLC, a Delaware limited liability company (“Holdings”), Hannibal Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Chesapeake (“Merger Sub Inc.”), and Hannibal Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Chesapeake (“Merger Sub LLC” and, together with Merger Sub Inc., the “Merger Subs”). Pursuant to the terms of the Merger Agreement, Merger Sub Inc. was merged with and into Vine (the “First Merger”), with Vine continuing as the surviving corporation and as a wholly owned subsidiary of Chesapeake and, immediately after the effective time of the First Merger (the “Effective Time”), Vine was merged with and into Merger Sub LLC (the “Second Merger” and, together with the First Merger, the “Merger”), with Merger Sub LLC continuing as the surviving company and as a wholly owned subsidiary of Chesapeake under the name “Vine Energy, LLC” (in such capacity, the “surviving company”).

Immediately prior to the Effective Time, each Class B unit representing a limited liability company interest in Holdings (“Holdings Unit”), and each corresponding share of Class B common stock, par value $0.01 per share, of Vine (“Vine Class B Common Stock”) issued and outstanding at such time, was converted into one share of Class A common stock, par value $0.01 per share, of Vine (“Vine Class A Common Stock”), and each Holdings Unit and each corresponding share of Vine Class B Common Stock was cancelled and ceased to exist. At the Effective Time, each outstanding share of Vine Class A Common Stock (other than any Excluded Shares (as defined in the Merger Agreement) and certain restricted stock awards of Vine) was converted into the right to receive (i) $1.20 in cash, without interest (the “cash consideration”), and (ii) 0.2486 (the “Exchange Ratio”) of a share of common stock, par value $0.01 per share, of Chesapeake (“Chesapeake Common Stock”) (such shares, the “share consideration” and, together with the cash consideration, the “merger consideration”).

At the Effective Time, (a) each outstanding and unvested award of restricted stock units in respect of Vine Class A Common Stock (other than those described in clause (b), below) was converted into the right to receive a number of time-based restricted stock units in respect of shares of Chesapeake Common Stock, rounded to the nearest whole share, equal to the product of the number of shares of Vine Class A Common Stock subject to such unvested restricted stock unit multiplied by the sum of (A) Exchange Ratio plus (B) the Parent Stock Cash Equivalent (as defined in the Merger Agreement); and (b) each outstanding award of restricted stock units in respect of Vine Class A Common Stock that fully vested at the Effective Time or that fully vested as a result of a termination of employment at or immediately after the Effective Time was converted into the right to receive the merger consideration.

The foregoing description of the Merger Agreement and the transactions contemplated thereby is qualified in its entirety by reference to the full text of the Merger Agreement, which was attached as Exhibit 2.1 to Chesapeake’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 11, 2021 and is incorporated by reference herein.

The issuance of Chesapeake Common Stock in connection with the Merger was registered under the Securities Act of 1933, as amended, pursuant to Chesapeake’s registration statement on Form S-4 (File No. 333-259252), as amended, declared effective by the SEC on October 1, 2021 (the “Registration Statement’). The proxy statement/prospectus included in the Registration Statement contains additional information about the Merger.