Penn Virginia Resource Partners, L.P. is a publicly traded Delaware master limited partnership, the limited partner units representing limited partner interests which are listed on the New York Stock Exchange ("NYSE") under ticker symbol "PVR." As used in these Notes to Consolidated Financial Statements, the "Partnership," "PVR," "we," "us" or "our" mean Penn Virginia Resource Partners, L.P. and, where the context requires, includes our subsidiaries.
We are principally engaged in the management of coal and natural resource properties and the gathering and processing of natural gas in the United States. We currently conduct operations in two business segments: (i) coal and natural resource management and (ii) natural gas midstream.
Our coal and natural resource management segment primarily involves the management and leasing of coal properties and the subsequent collection of royalties. Our coal reserves are located in Illinois, Indiana, Kentucky, New Mexico, Tennessee, Virginia and West Virginia. We also earn revenues from other land management activities, such as selling standing timber, leasing fee-based coal-related infrastructure facilities to certain lessees and end-user industrial plants, collecting oil and gas royalties and from coal transportation, or wheelage, fees.
Our natural gas midstream segment is engaged in providing natural gas processing, gathering and other related services. We own and operate natural gas midstream assets located in Oklahoma, Texas and Pennsylvania. Our natural gas midstream business derives revenues primarily from gas processing contracts with natural gas producers and from fees charged for gathering natural gas volumes and providing other related services. In addition, we are a partner in several joint ventures that gather and transport natural gas and water. We own a natural gas marketing business, which aggregates third-party volumes and sells those volumes into intrastate pipeline systems and at market hubs accessed by various interstate pipelines.
On September 21, 2010, we entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among PVR, Penn Virginia Resource GP, LLC ("PVR GP"), Penn Virginia GP Holdings, L.P. ("PVG"), PVG GP LLC ("PVG GP") and PVR Radnor, LLC ("Merger Sub"), a wholly owned subsidiary of PVR. The Merger Agreement received final approval by PVR unitholders on February 16, 2011 and PVG unitholders on March 9, 2011. Pursuant to the Merger Agreement, PVG and PVG GP were merged into Merger Sub, with Merger Sub as the surviving entity (the "Merger"). Merger Sub was subsequently merged into PVR GP, with PVR GP being the surviving entity as a subsidiary of PVR. In the transaction, PVG unitholders received consideration of 0.98 PVR common units for each PVG common unit, representing aggregate consideration of approximately 38.3 million PVR common units. Pursuant to the Merger Agreement and the Fourth Amended and Restated Agreement of Limited Partnership of PVR, the incentive distribution rights held by PVR's general partner were extinguished, the 2.0% general partner interest in PVR held by PVR's general partner was converted into a noneconomic management interest and approximately 19.6 million PVR common units owned by PVG were cancelled. The Merger closed on March 10, 2011. After the effective date of the Merger and related transactions, the separate existence of each of PVG, PVG GP and Merger Sub ceased, and PVR GP survives as a wholly-owned subsidiary of PVR.
Historically, PVG's ownership of PVR's general partner gave it control of PVR. During the periods that PVG controlled PVR (prior to March 10, 2011), PVG had no substantial assets or liabilities other than those of PVR. PVG's consolidated financial statements included noncontrolling owners' interest of consolidated subsidiaries, which reflected the proportion of PVR common units owned by PVR's unitholders other than PVG. These amounts are reflected in the historical financial balances presented up to consummation of the Merger.
PVG is considered the surviving consolidated entity for accounting purposes, while PVR is the surviving consolidated entity for legal and reporting purposes. The Merger was accounted for as an equity transaction. Therefore, the changes in ownership interests as a result of the Merger did not result in gain or loss recognition.
After the Merger, the board of directors of PVR's general partner, PVR GP, consisted of nine members, six of whom were existing members of the PVR GP board of directors before the Merger and three of whom were the three existing members of the conflicts committee of the board of directors of PVG GP prior to the Merger. On June 22, 2011, PVR held its annual unitholder meeting and all nine directors were re-elected to serve on the PVR GP board until PVR's 2012 annual unit holder meeting.
During the nine months ended September 30, 2011 and for the year ended December 31, 2010, we incurred $6.6 million and $4.6 million of direct costs associated with the Merger. The aggregate costs of $11.2 million were charged to partners' capital upon the effective date of the Merger in 2011. At December 31, 2010, the $4.6 million of costs incurred at that time were included in other long-term assets on the consolidated balance sheet, and were transferred to partners' capital upon the effective date of the merger. Cumulative costs incurred and paid during the three and nine months ended September 30, 2011 are reported under the caption "Cash paid for merger" in the financing activities section of the consolidated statement of cash flows.
The following diagrams depict the ownership structure of PVR and PVG before and immediately following the Merger:
[FLOW CHART] Ownership Structure Before the Merger
[FLOW CHART] Ownership Structure Following the Merger