UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 13, 2013 (December 10, 2013)
PVR Partners, L.P.
(Exact Name of Registrant as Specified in Charter)
| | | | |
| Delaware | | 1-16735 | | 23-3087517 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | |
Three Radnor Corporate Center, Suite 301 100 Matsonford Road, Radnor, Pennsylvania | | 19087 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (610) 975-8200
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 10, 2013, the Compensation and Benefits Committee (the “Committee”) of the Board of Directors of PVR GP, LLC (the “Company”), the general partner of PVR Partners, L.P. (the “Partnership”), in accordance with the terms of the Agreement and Plan of Merger between the Partnership, the Company, Regency Energy Partners LP, RVP LLC, and Regency GP LP dated October 9, 2013 (the “Merger Agreement”), as amended, approved the vesting and payout of the performance-based Phantom Units granted on May 12, 2011 (“2011 Awards”) under the Company’s Sixth Amended and Restated Long-Term Incentive Plan at target level of performance, subject to the closing of the merger on or before the Outside Date (as defined in the Merger Agreement). All other terms and conditions of the 2011 Awards remain the same. The Partnership’s current named executive officers are among the employees of the Company and its affiliates who have been granted the 2011 Awards.
SIGNATURE
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.
| | | | |
| PVR PARTNERS, L.P. |
| |
| By: | | PVR GP, LLC, |
| | its General Partner |
| | |
| | By: | | /s/ Bruce D. Davis, Jr. |
| | | | BRUCE D. DAVIS, JR. |
| | | | Executive Vice President, General Counsel and Secretary |
Dated: December 13, 2013
2
