United States securities and exchange commission logo
March 2, 2021
Eric D. Marsh
President, Chief Executive Officer and Chairman of the Board
Vine Resources Inc.
5800 Granite Parkway, Suite 550
Plano, Texas 75024
Re: Vine Energy Inc.
Registration
Statement on Form S-1
Filed February 22,
2021
File No. 333-253366
Dear Mr. Marsh:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 Filed February 22, 2021
Prospectus Summary
Recent Developments, page 10
1. The disclosure on page
11 regarding the impact of the COVID-19 pandemic states that
lower levels of natural
gas supply have pushed current prices higher, positively impacting
your results of
operations and cash flows. However, disclosure in your filing states
that the average sales
prices of natural gas you produced was lower in 2020 than in 2019.
Revise your disclosure
to clarify the effects of the COVID-19 pandemic.
Corporate Reorganizations, page 13
2. We note the disclosure
that if you experience a change of control or the Tax Receivable
Agreement terminates
early, you could be required to make a substantial, immediate
Eric D. Marsh
FirstName LastNameEric D. Marsh
Vine Resources Inc.
Comapany
March NameVine Resources Inc.
2, 2021
March2 2, 2021 Page 2
Page
FirstName LastName
lump-sum payment. Please revise here to quantify the likely tax
benefits to be realized
and paid to the Existing Owners. In this regard, we note the
disclosure on page 144.
Risk Factors
Our hedging activities could result in financial losses or reduce our income. ,
page 43
3. We note the new disclosure that your Second Lien Term Loan requires
that you hedge
70% of your production for the next 24 months. You further state that
as a result of this
hedging requirement, you are impacted less by gas price volatility
during this time frame
than future periods where a smaller percentage of your production is
subject to derivative
contracts. Please balance your risk factor to disclose the potential
impact to you from
price increases. We note your disclosure on page 11.
Vine Oil & Gas LP
Notes to Financial Statements
Note 13 - Supplemental Natural Gas Information (Unaudited)
Standardized Measure of Discounted Future Net Cash Flows Relating to Proved
Natural Gas
Reserves, page F-31
4. Consistent with disclosure previously provided, revise to address the
amount of future
income tax expense that would have been included in your calculation
of the standardized
measure of discounted future net cash flows if you were a taxpaying
entity for federal
income tax purposes. This comment also applies to the financial
statements of Brix
Oil & Gas LP and Harvest Royalties Holdings LP.
Exhibits and Financial Statement Schedules, page II-2
5. We have read your response to prior comment 20 and note that the
reserves reports filed
as Exhibits 99.1 through 99.9 continue to include disclosure entitled
Petroleum Reserves
and Resource Classification and Definitions as an attachment to
each respective report.
This attachment appears to include selected information that is
excerpted from the Society
of Petroleum Engineers ( SPE ), the World Petroleum Council (
WPC ), the American
Association of Petroleum Geologists ( AAPG ), and the Society of
Petroleum Evaluation
Engineers ( SPEE ) Petroleum Resources Management System ( PRMS
).
Item 1201(c) of Regulation S-K specifies that the definitions in Rule
4-10(a) of
Regulation S-X shall apply for purposes of disclosure under Subpart
229.1200 in the
preparation of the estimates of the proved, probable and possible
reserves disclosed in the
reserves report and in the prospectus. The inclusion of the referenced
attachment appears
to be inconsistent with the disclosure in each report that the
estimates of proved, probable
and possible reserves presented in the report were prepared in
conformance with the
Securities and Exchange Commission (SEC) definitions and requirements
as set-forth in
Rule 4-10(a) of Regulation S-X. Please obtain and submit revised
reserve reports to
resolve this inconsistency or tell us why a revision is not needed.
Eric D. Marsh
Vine Resources Inc.
March 2, 2021
Page 3
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Joseph Klinko, Staff Accountant, at 202-551-3824 or
Ethan Horowitz,
Accounting Branch Chief, at 202-551-3311 if you have questions regarding
comments on the
financial statements and related matters. You may contact John Hodgin,
Petroleum Engineer, at
202-551-3699 with questions about engineering comments. Please contact Irene
Barberena-
Meissner, Staff Attorney, at 202-551-6548 or Loan Lauren Nguyen, Legal Branch
Chief, at 202-
551-3642 with any other questions.
Sincerely,
FirstName LastNameEric D. Marsh
Division of
Corporation Finance
Comapany NameVine Resources Inc.
Office of Energy &
Transportation
March 2, 2021 Page 3
cc: Michael Rigdon, Esq.
FirstName LastName