Attached files
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: February 3, 2010 (January 29, 2010)
(Date of
Earliest Event Reported)
PENN
VIRGINIA CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
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Virginia
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1-13283
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23-1184320
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Three
Radnor Corporate Center, Suite 300
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100
Matsonford Road, Radnor, Pennsylvania
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19087
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(Address
of Principal Executive Offices)
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(Zip
Code)
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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
2.01. Completion of
Acquisition or Disposition of Assets.
On
January 29, 2010, Penn Virginia Oil & Gas, L.P. (“PVOG LP”), an indirect
wholly owned subsidiary of Penn Virginia Corporation (the “Registrant”),
completed the previously announced sale of all of PVOG LP’s Gulf Coast oil and
gas assets to Hilcorp Energy I, L.P. (“Hilcorp”) for $38.0 million in cash (the
“GC Transaction”). The purchase price for the GC Transaction is
subject to adjustment to reflect the effective date of the GC Transaction of
October 1, 2009. The oil and gas assets subject to the GC Transaction
are located in south Louisiana and south Texas in Calcasieu, Cameron, Iberia,
Plaquemines, St. Martin, St. Mary and Terrebonne Parishes, Louisiana and
Calhoun, Edwards, Goliad, Hildago, Jefferson, Kleburg, Liberty, Live Oak,
Matagorda, Nueces and Sutton Counties, Texas.
Simultaneously
with the closing of the GC Transaction, Penn Virginia Oil & Gas Corporation
(“PVOG Corp”), another indirect wholly owned subsidiary of the Registrant,
completed its previously announced purchase of certain of Hilcorp’s oil and gas
assets located in the Gwinville Field in Jefferson Davis County, Mississippi for
$6.0 million in cash (the “MS Transaction” and together with the GC Transaction,
the “Transactions”).
Copies of
the Purchase and Sale Agreement related to the GC Transaction, as amended, and
the Purchase and Sale Agreement related to the MS Transaction are filed as
Exhibits 2.1 and 2.2, respectively, to this Current Report on Form 8-K and are
incorporated by reference herein.
Item
7.01 Regulation FD
Disclosure.
On
February 1, 2010, the Registrant issued a press release announcing closing of
the Transactions described in Item 2.01 of this Form 8-K. 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 press release shall not be deemed “filed” for the purposes of Section 18 of
the Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that section, nor shall such information and Exhibit be deemed incorporated by
reference into any filing under the Securities Act of 1933 or the Exchange Act
of 1934, each as amended, except as shall be expressly set forth by specific
reference in such a filing.
Item
9.01. Financial Statements
and Exhibits.
(b)
Pro Forma Financial Information.
Included
herein as Exhibit 99.2 to this Current Report on Form 8-K is the following pro
forma financial information:
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·
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Unaudited
Pro Forma Condensed Consolidated Balance Sheet as of September 30,
2009, which is based on the Registrant’s unaudited consolidated balance
sheet as of September 30, 2009 and gives effect to the Transactions as if
the Transactions had occurred on September 30,
2009;
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·
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Unaudited
Pro Forma Condensed Consolidated Statement of Income for the nine months
ended September 30, 2009, which has been derived from the Registrant’s
unaudited consolidated statement of income for the nine months ended
September 30, 2009 and gives effect to the Transactions as if the
Transactions had occurred on January 1,
2008;
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·
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Unaudited
Pro Forma Condensed Consolidated Statement of Income for the year ended
December 31, 2008, which has been derived from the Registrant’s audited
consolidated statement of income for the year ended December 31, 2008 and
gives effect to the Transactions as if the Transactions had occurred on
January 1, 2008; and
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·
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Notes
to Pro Forma Unaudited Condensed Consolidated Financial
Statements.
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(d)
Exhibits.
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2.1
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Purchase
and Sale Agreement dated December 23, 2009 by and between Penn Virginia
Oil & Gas, L.P. and Hilcorp Energy I, L.P., as amended by Amendment
and Supplement to Purchase and Sale Agreement dated January 29,
2010.
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2.2
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Purchase
and Sale Agreement dated December 23, 2009 by and between Hilcorp Energy
I, L.P. and Penn Virginia Oil & Gas Corporation.
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99.1
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Penn
Virginia Corporation press release dated February 1,
2010.
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99.2
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Unaudited
Pro Forma Condensed Consolidated Financial Statements of Penn Virginia
Corporation.
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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: February
3, 2009
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Penn
Virginia Corporation
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By:
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/s/ Nancy M.
Snyder
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Name:
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Nancy
M. Snyder
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Title:
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Executive
Vice President, Chief Administrative Officer, General Counsel and
Corporate Secretary
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Exhibit
Index
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Exhibit
No.
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Description
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2.1
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Purchase
and Sale Agreement dated December 23, 2009 by and between Penn Virginia
Oil & Gas, L.P. and Hilcorp Energy I, L.P., as amended by Amendment
and Supplement to Purchase and Sale Agreement dated January 29,
2010.
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2.2
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Purchase
and Sale Agreement dated December 23, 2009 by and between Hilcorp Energy
I, L.P. and Penn Virginia Oil & Gas Corporation.
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99.1
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Penn
Virginia Corporation press release dated February 1,
2010.
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99.2
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Unaudited
Pro Forma Condensed Consolidated Financial Statements of Penn Virginia
Corporation.
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