Exhibit 99.1
Vantage Energy Acquisition Corp.
PRO FORMA BALANCE SHEET
| | As of April 17, | | | Pro Forma | | | | | |
| | 2017 | | | Adjustments | | | | As Adjusted | |
| | | | | (unaudited) | | | | (unaudited) | |
ASSETS | | | | | | | | | | |
| | | | | | | | | | | | | |
Current assets - cash | | $ | 1,792,557 | | | $ | - | | | | $ | 1,792,557 | |
Cash held in Trust Account | | | 480,000,000 | | | | 72,000,000 | | a | | | 552,000,000 | |
| | | | | | | 1,440,000 | | b | | | | |
| | | | | | | (1,440,000 | ) | c | | | | |
| | | | | | | | | | | | | |
Total Assets | | $ | 481,792,557 | | | $ | 72,000,000 | | | | $ | 553,792,557 | |
| | | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | | | | | | | |
Current liabilities - Accrued formation and offering costs | | $ | 476,721 | | | $ | - | | | | $ | 476,721 | |
Advances from related party | | | 50,357 | | | | - | | | | | 50,357 | |
| | | | | | | | | | | | | |
Total Current Liabilities | | | 527,078 | | | | - | | | | | 527,078 | |
| | | | | | | | | | | | | |
Deferred underwriting compensation | | | 16,800,000 | | | | 2,520,000 | | d | | | 19,320,000 | |
| | | | | | | | | | | | | |
Total Liabilities | | | 17,327,078 | | | | 2,520,000 | | | | | 19,847,078 | |
| | | | | | | | | | | | | |
Commitments and contingencies | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class A common stock subject to possible redemption; 45,946,548 and 52,894,548 shares, actual and adjusted | | | 459,465,478 | | | | 69,480,000 | | e | | | 528,945,478 | |
| | | | | | | | | | | | | |
Stockholders' Equity: | | | | | | | | | | | | | |
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | | | - | | | | - | | | | | - | |
Class A common stock, $0.0001 par value, 200,000,000 shares authorized, 2,053,452 shares issued and outstanding and 2,305,452 as adjusted (excluding 45,946,548 and 52,894,548 shares, actual and adjusted, subject to possible redemption) | | | 205 | | | | 720 | | a | | | 231 | |
| | | | | | | (694 | ) | e | | | | |
| | | | | | | | | | | | | |
Class B common stock, $0.0001 par value, 20,000,000 shares authorized, 13,800,000 shares issued and outstanding | | | 1,380 | | | | | | | | | 1,380 | |
Additional paid-in capital | | | 5,005,594 | | | | 71,999,280 | | a | | | 5,005,568 | |
| | | | | | | 1,440,000 | | b | | | | |
| | | | | | | (1,440,000 | ) | c | | | | |
| | | | | | | (2,520,000 | ) | d | | | | |
| | | | | | | (69,479,306 | ) | e | | | | |
Accumulated deficit | | | (7,178 | ) | | | - | | | | | (7,178 | ) |
Total Stockholders' Equity | | | 5,000,001 | | | | - | | | | | 5,000,001 | |
Total Liabilities and Stockholders' Equity | | $ | 481,792,557 | | | $ | 72,000,000 | | | | $ | 553,792,557 | |
See accompanying note to the pro forma balance sheet.
VANTAGE ENERGY ACQUISITION CORP.
NOTE TO PRO FORMA BALANCE SHEET
(unaudited)
NOTE 1 - CLOSING OF OVERALLOTMENT OPTION AND ADDITIONAL PRIVATE PLACEMENT
The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of the Company as of April 17, 2017, adjusted for the closing of the underwriters’ overallotment option and related transactions which occurred on April 19, 2017 as described below.
On April 19, 2017, the Company consummated the closing of the sale of 7,200,000 additional shares of the Company’s Class A common stock, $0.0001 par value at a price of $10 per unit (the “Units”) upon receiving notice of the underwriters’ election to fully exercise their overallotment option (“Overallotment Units”), generating additional gross proceeds of approximately $72 million and incurred additional offering costs of $1.44 million in underwriting fees. Simultaneously with the exercise of the overallotment, the Company consummated the Private Placement of an additional 960,000 Private Placement Warrants toNGP Vantage Energy LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of approximately $1.44 million. Additional underwriting fees of $2.52 million were deferred until the completion of the Company’s initial business combination. Pro forma adjustments to reflect the exercise of the underwriters’ overallotment option are as follows:
| | Pro forma entry | | Debit | | | Credit | |
a. | | Cash held in Trust Account | | | 72,000,000 | | | | | |
| | Common stock | | | | | | | 720 | |
| | Additional paid-in capital | | | | | | | 71,999,280 | |
| | To record sale of 7,200,000 Overallotment Units at $10.00 per Unit. | | | | | | | | |
| | | | | | | | | | |
b. | | Cash held in Trust Account | | | 1,440,000 | | | | | |
| | Additional paid-in capital | | | | | | | 1,440,000 | |
| | To record sale of 960,000 Warrants at $1.50 per warrant. | | | | | | | | |
| | | | | | | | | | |
c. | | Additional paid-in capital | | | 1,440,000 | | | | | |
| | Cash held in Trust Account | | | | | | | 1,440,000 | |
| | To record payment of 2% of cash underwriting fee on overallotment option. | | | | | | | | |
| | | | | | | | | | |
d. | | Additional paid-in capital | | | 2,520,000 | | | | | |
| | Deferred underwriting fee payable | | | | | | | 2,520,000 | |
| | To record the liability for deferred underwriting fees on overallotment option. | | | | | | | | |
| | | | | | | | | | |
e. | | Common stock | | | 694 | | | | | |
| | Additional paid-in capital | | | 69,479,306 | | | | | |
| | Common Stock Subject to Conversion | | | | | | | 69,480,000 | |
| | To restore total equity above $5,000,001. | | | | | | | | |
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