Vantage Energy Acquisition Corp. (NASDAQ:VEACU) Files An 8-K Other Events
Item 8.01Other Events.
On April10, 2017, Vantage Energy Acquisition Corp. (the
Company) entered into an underwriting agreement with
Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC
and Goldman, Sachs Co. in connection with its initial public
offering (IPO) of up to 55,200,000 units (the
Units), including up to 7,200,000 Units that may be issued
if the underwriters over-allotment option for the IPO is
exercised in full. Each Unit has an offering price of $10.00 and
consists of one share of ClassA common stock of the Company, par
value $0.0001 per share (the ClassA Common Stock), and
one-third of one warrant of the Company (each such whole warrant,
a Warrant). Each Warrant entitles the holder thereof to
purchase one share of ClassA Common Stock at a price of $11.50
per share. The closing of the IPO is expected to occur on or
about April 17, 2017, subject to the satisfaction of customary
closing conditions.
Simultaneously with the closing of the IPO, the Company is
expected to complete the private sale of 7,733,333 (or 8,693,333
if the underwriters over-allotment option for the IPO is
exercised in full) warrants (the Private Placement
Warrants) at a purchase price of $1.50 per Private Placement
Warrant, to the Companys sponsor, NGP Vantage Energy LLC (the
Sponsor), which is expected to generate gross proceeds to
the Company of approximately $11,600,000 (or approximately
$13,040,000 if the over-allotment option is exercised in full).
The Private Placement Warrants will be identical to the warrants
sold as part of the Units in the IPO, except that the Sponsor has
agreed not to transfer, assign or sell any of the Private
Placement Warrants (except to certain permitted transferees)
until 30 days after the completion of the Companys initial
business combination. The Private Placement Warrants will also
not be redeemable by the Company and will be exercisable on a
cashless basis so long as they are held by the Sponsor or its
permitted transferees.
Of the net proceeds of the IPO and the sale of the Private
Placement Warrants, $480,000,000 (or $552,000,000 if the
underwriters over-allotment option for the IPO is exercised in
full), including $16,800,000 (or $19,320,000 if the underwriters
over-allotment option for the IPO is exercised in full) of
deferred underwriting discounts and commissions, will be
deposited into a U.S. based trust account at J.P. Morgan Chase
Bank, N.A., with Continental Stock Transfer Trust Company, acting
as trustee. Except with respect to interest earned on the funds
held in the trust account that may be released to the Company to
pay its franchise and income tax obligations, the proceeds from
the IPO and the sale of the Private Placement Warrants will not
be released from the trust account until the earliest to occur of
(a) the completion of the Companys initial business combination
(including the release of funds to pay any amounts due to any
public stockholders who properly exercise their redemption rights
in connection therewith), (b) the redemption of any public shares
properly submitted in connection with a stockholder vote to
approve an amendment to the Companys amended and restated
certificate of incorporation that would affect the substance or
timing of the Companys obligation to redeem 100% of the Companys
public shares if the Company does not complete an initial
business combination within 24 months from the closing of the IPO
or (c) the redemption of the Companys public shares if the
Company is unable to complete its business combination within 24
months from the closing of the IPO, subject to applicable law.
In connection with the IPO, the Company entered into the
following agreements, forms of which were previously filed as
exhibits to the Companys registration statement on Form S-1 (File
No.333-216129):
|
A Warrant Agreement, dated April10, 2017, between the Company and Continental Stock Transfer Trust Company, as warrant agent. |
|
A Letter Agreement, dated April10, 2017, among the Company, its officers and directors and the Sponsor. |
|
An Investment Management Trust Agreement, dated April10, 2017, between the Company and Continental Stock Transfer Trust Company, as trustee. |
|
A Registration Rights Agreement, dated April10, 2017, among the Company, the Sponsor and certain other security holders named therein. |
|
An Administrative Services Agreement, dated April 10, 2017, between the Company and the Sponsor. |
|
A Private Placement Warrants Purchase Agreement, dated April10, 2017, between the Company and the Sponsor. |
|
A Forward Purchase Agreement, dated April 10, 2017, between the Company and the Sponsor. |
An executed copy of the Companys Amended and Restated Certificate
of Incorporation is included as an exhibit to this Current Report
on Form 8-K.
On April11, 2017, the Company issued a press release, a copy of
which is attached as Exhibit99.1 to this Current Report on
Form8-K, announcing the pricing of the IPO.
Item 9.01Financial Statements and
Exhibits.
(d) Exhibits. The following exhibits are filed with this Form8-K:
| ExhibitNo. | DescriptionofExhibits | |
| 3.1 | Amended and Restated Certificate of Incorporation. | |
| 4.4 |
Warrant Agreement, dated April 10, 2017, between the Company and Continental Stock Transfer Trust Company, as warrant agent. |
|
| 10.1 |
Letter Agreement, dated April10, 2017, among the Company, its officers and directors and the Sponsor. |
|
| 10.2 |
Investment Management Trust Agreement, dated April10, 2017, between the Company and Continental Stock Transfer Trust Company, as trustee. |
|
| 10.3 |
Registration Rights Agreement, dated April10, 2017, among the Company, the Sponsor and certain other security holders named therein. |
|
| 10.4 |
Administrative Services Agreement, dated April10, 2017, between the Company and the Sponsor. |
|
| 10.5 |
Private Placement Warrants Purchase Agreement, dated April10, 2017, between the Company and the Sponsor. |
|
| 10.6 |
Forward Purchase Agreement, dated April 10, 2017, between the Company and the Sponsor. |
|
| 99.1 | Press Release, dated April11, 2017. |
About Vantage Energy Acquisition Corp. (NASDAQ:VEACU)
Vantage Energy Acquisition Corp. is a blank check company. The Company is formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company’s focus is to identify and acquire a business in the upstream oil and gas industry in North America. As of February 14, 2017, the Company had no operations and had not generated any revenues. Vantage Energy Acquisition Corp. (NASDAQ:VEACU) Recent Trading Information
Vantage Energy Acquisition Corp. (NASDAQ:VEACU) closed its last trading session at with 65,979 shares trading hands.