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EX-99.1 - EX-99.1 - PENN VIRGINIA CORPd809022dex991.htm
EX-10.1 - EX-10.1 - PENN VIRGINIA CORPd809022dex101.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: October 27, 2014 (October 23, 2014)

(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.

and

 

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

On October 23, 2014, Penn Virginia Corporation (the “Registrant”) entered into the Seventh Amendment and Borrowing Base Redetermination Agreement among Penn Virginia Holding Corp., a subsidiary of the Registrant, as borrower, the Registrant, as parent, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (the “Seventh Amendment”). The Seventh Amendment amends the Registrant’s Amended and Restated Credit Agreement (the “Credit Agreement”) to, among other things, (i) require pro forma treatment of material acquisitions and dispositions for purposes of the leverage ratio under the Credit Agreement and (ii) remove the requirement that the mid-year reserve report and any special reserve report be certified by the Registrant’s independent reserve engineers. In addition, the Seventh Amendment increases the borrowing base under Credit Agreement from $437.5 million to $500.0 million.

A copy of the Seventh Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K, is incorporated herein by reference and is hereby filed. The description of the Seventh Amendment in this Current Report on Form 8-K is a summary and is qualified in its entirety by reference to the complete text of such agreement.

 

Item 7.01. Regulation FD Disclosure.

On October 24, 2014, the Registrant announced the increase of the borrowing base under the Credit Agreement. The press release is attached hereto as Exhibit 99.1 and is hereby incorporated into this Item 7.01. In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 7.01 and the press release are 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 exhibit be incorporated by reference into any filing under the Securities Act of 1933, as amended, 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.

 

10.1    Seventh Amendment and Borrowing Base Redetermination Agreement, dated as of October 23, 2014, among Penn Virginia Holding Corp., as borrower, Penn Virginia Corporation, as parent, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent.
99.1    Press release of Penn Virginia Corporation dated October 24, 2014.


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: October 27, 2014

 

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

10.1    Seventh Amendment and Borrowing Base Redetermination Agreement, dated as of October 23, 2014, among Penn Virginia Holding Corp., as borrower, Penn Virginia Corporation, as parent, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent.
99.1    Press release of Penn Virginia Corporation dated October 24, 2014.