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EX-5.2 - VALIDITY OPINION OF HUNTON & WILLIAMS LLP. - PENN VIRGINIA CORPdex52.htm
EX-4.2 - THIRD SUPPLEMENTAL INDENTURE - PENN VIRGINIA CORPdex42.htm
EX-99.1 - PRESS RELEASE - PENN VIRGINIA CORPdex991.htm
EX-5.1 - VALIDITY OPINION OF VINSON & ELKINS L.L.P. - PENN VIRGINIA CORPdex51.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: April 14, 2011 (April 13, 2011)

(Date of Earliest Event Reported)

 

 

PENN VIRGINIA CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Virginia   1-13283   23-1184320

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

Four Radnor Corporate Center, Suite 200

100 Matsonford Road, Radnor, Pennsylvania

  19087
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (610) 687-8900

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨  

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨  

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨  

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨  

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 1.01. Entry into a Material Definitive Agreement.

As previously reported, on April 5, 2011, Penn Virginia Corporation (the “Company”) and certain of its subsidiaries named therein (the “Guarantors”) entered into an underwriting agreement with J.P. Morgan Securities LLC, as representative of the several underwriters named therein (the “Underwriters”), pursuant to which the Company sold an aggregate of $300,000,000 principal amount of its 7.25% Senior Notes due 2019 (the “Notes”) to the Underwriters (the “Offering”).

On April 13, 2011, the Notes were issued under, and the Company and the Guarantors entered into, a third supplemental indenture (the “Third Supplemental Indenture”) among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”) to the indenture dated June 15, 2009 among the Company, the Guarantors and the Trustee (the “Base Indenture” and, together with the Third Supplemental Indenture, the “Indenture”).

The Notes will bear interest at a rate of 7.25% per year, payable semiannually in arrears on April 15 and October 15 of each year, beginning on October 15, 2011.

In the event of a change of control, as defined in the Third Supplemental Indenture, the holders of the Notes may require the Company to purchase their Notes at a purchase price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest, if any.

The Notes are the Company’s unsecured, senior obligations, ranking senior in right of payment to the Company’s existing and future indebtedness that is expressly subordinated to the Notes (including the Company’s 4.50% Convertible Senior Subordinated Notes due 2012 (the “Convertible Notes”) which remain outstanding following the Company’s previously announced tender offer for the Convertible Notes (the “Tender Offer”)), and equal in right of payment with the Company’s existing and future unsecured indebtedness that is not by its terms subordinated to the Notes (including the Company’s outstanding 10.375% Senior Notes due 2016). In addition, the Notes will rank effectively junior to the Company’s existing and future secured indebtedness, including indebtedness under the Company’s revolving credit facility (the “Revolver”), to the extent of the value of the assets securing such indebtedness of the Company, and will be structurally subordinated to the existing and future indebtedness and other liabilities (other than indebtedness and liabilities owed to the Company) of the Company’s non-guarantor subsidiaries.

The Notes initially will be fully, unconditionally and jointly and severally guaranteed on a senior unsecured basis by certain of the Company’s existing oil and gas subsidiaries named in the Indenture as Guarantors. In the future, the subsidiary guarantees may be released or terminated under certain circumstances. The obligations of each Guarantor will be the general unsecured obligations of such Guarantor and will rank senior in right of payment to the existing and future subordinated indebtedness of such Guarantor and equal in right of payment to all existing and future senior unsecured indebtedness of such Guarantor. In addition, the guarantee by each Guarantor will be effectively junior to the applicable Guarantor’s existing and future secured indebtedness, including its guarantee of indebtedness under the Revolver, to the extent of the value of the assets of such Guarantor constituting collateral securing such indebtedness,


and structurally junior to the indebtedness and other liabilities of the Company’s non-guarantor subsidiaries.

The Indenture contains covenants that, among other things, limit the Company’s ability and the ability of the Company’s restricted subsidiaries (as defined in the Third Supplemental Indenture) to:

 

   

incur additional debt;

 

   

make certain investments or pay dividends or distributions on the Company’s capital stock or purchase or redeem or retire capital stock;

 

   

sell assets, including capital stock of the restricted subsidiaries;

 

   

restrict dividends or other payments by restricted subsidiaries;

 

   

create liens that secure debt;

 

   

enter into transactions with affiliates; and

 

   

merge or consolidate with another company.

These covenants are subject to important limitations and exceptions that are described in the Indenture. Certain of the covenants listed above will terminate prior to the maturity date of the Notes if both Standard & Poor’s Rating Service and Moody’s Investors Service, Inc. assign the Notes an investment grade rating in the future and no events of default exist under the Indenture. Any covenants that cease to apply to the Company as a result of achieving investment grade ratings will not be restored, even if the credit ratings assigned to the Notes later fall below investment grade.

The Offering was made pursuant to a shelf registration statement on Form S-3 (File No. 333-172674), which became effective upon its filing with the Securities and Exchange Commission (the “SEC”) on March 8, 2011. A Prospectus Supplement dated April 5, 2011 relating to the Notes and supplementing the Prospectus dated March 8, 2011 was filed with the SEC on April 6, 2011 pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the “Securities Act”).

Copies of the Base Indenture and the Third Supplemental Indenture are attached hereto as Exhibit 4.1 and Exhibit 4.2, are incorporated herein by reference and are hereby filed. The form of Note issued pursuant to the Third Supplemental Indenture is included as Annex A to the Third Supplemental Indenture and incorporated herein by reference. The description of the Indenture in this Current Report on Form 8-K is a summary and is qualified in its entirety by the terms of the Indenture.


Item 2.03. Creation of Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

On April 13, 2011, the Company issued $300,000,000 principal amount of the Notes in an underwritten public offering. The Notes are governed by the Indenture.

Additional terms and conditions are contained in Item 1.01 and are incorporated herein by reference.

 

Item 7.01. Regulation FD Disclosure.

On April 13, 2011, the Company issued a press release announcing the results of the Tender Offer. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 7.01 and the press release is being furnished under Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information and exhibits be incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

  4.1    Senior Indenture dated June 15, 2009, among Penn Virginia Corporation, as issuer, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K filed on June 16, 2009).
  4.2    Third Supplemental Indenture relating to the 7.25% Senior Notes due 2019, dated April 13, 2011, among Penn Virginia Corporation, as issuer, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee.
  4.3    Form of Note for 7.25% Senior Notes due 2019 (contained in Annex A to Exhibit 4.2)
  5.1    Validity Opinion of Vinson & Elkins L.L.P.
  5.2    Validity Opinion of Hunton & Williams LLP.
23.1    Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1).
23.2    Consent of Hunton & Williams LLP (contained in Exhibit 5.2).
99.1    Press release of Penn Virginia Corporation dated April 13, 2011.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 14, 2011

 

Penn Virginia Corporation
By:  

/s/ NANCY M. SNYDER

Name:   Nancy M. Snyder
Title:   Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary


Exhibit Index

 

Exhibit No.

  

Description

  4.1    Senior Indenture dated June 15, 2009, among Penn Virginia Corporation, as issuer, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K filed on June 16, 2009).
  4.2    Third Supplemental Indenture relating to the 7.25% Senior Notes due 2019, dated April 13, 2011, among Penn Virginia Corporation, as issuer, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee.
  4.3    Form of Note for 7.25% Senior Notes due 2019 (contained in Annex A to Exhibit 4.2)
  5.1    Validity Opinion of Vinson & Elkins L.L.P.
  5.2    Validity Opinion of Hunton & Williams LLP.
23.1    Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1).
23.2    Consent of Hunton & Williams LLP (contained in Exhibit 5.2).
99.1    Press release of Penn Virginia Corporation dated April 13, 2011.