Penn Virginia GP 8-K Announces First Quarter 2009 Results

Exhibit 99.1

Penn Virginia GP Holdings, L.P.

Three Radnor Corporate Center, Suite 300, 100 Matsonford Road, Radnor, PA 19087

FOR IMMEDIATE RELEASE

Contact:	James W. Dean
	Vice President, Investor Relations
	Ph: (610) 687-8900 Fax: (610) 687-3688
	E-Mail:invest@pennvirginia.com

PENN VIRGINIA GP HOLDINGS, L.P.

ANNOUNCES FIRST QUARTER 2009 RESULTS

RADNOR, PA (BusinessWire) May 6, 2009 –Penn Virginia GP Holdings, L.P. (NYSE: PVG) today reported financial results for the three months ended March 31, 2009.

For the three months ended March 31, 2009, distributable cash, a non-GAAP (generally accepted accounting principles) measure, was $14.8 million, as compared to $13.3 million in the prior year quarter. Adjusted net income, a non-GAAP measure which excludes the effects of the non-cash change in derivatives fair value, was $15.0 million, or $0.38 per limited partner unit, as compared to $8.7 million, or $0.22 per limited partner unit, in the prior year quarter. Net income was $6.8 million, or $0.18 per limited partner unit, as compared to $16.8 million, or $0.43 per limited partner unit, in the prior year quarter.

Reconciliations of distributable cash and adjusted net income to GAAP-based measures appear in the financial tables later in this release.

As previously announced, on May 20, 2009, we will pay to unitholders of record as of May 4, 2009 a quarterly cash distribution of $0.38 per unit, or an annualized rate of $1.52 per unit, covering the period of January 1 through March 31, 2009. On an annualized basis, this represents a 12 percent increase over the annualized distribution of $1.36 per unit with respect to the same quarter of 2008 and is unchanged from the distribution paid with respect to the third and fourth quarters of 2008.

We own the general partner, including the incentive distribution rights, and are the largest limited partner unitholder of Penn Virginia Resource Partners, L.P. (NYSE: PVR) and we report our financial results on a consolidated basis with the financial results of PVR. We currently have no separate operating activities apart from those conducted by PVR and derive our cash flow solely from cash distributions received from PVR.

Financial and operational updates, as well as full-year 2009 guidance for PVR and its coal and natural resource management and natural gas midstream segments, are discussed in more detail in PVR’s news release dated May 6, 2009 (please visit PVR’s website,www.pvresource.com, under “For Investors” for a copy of the release).

Guidance for 2009

See the Guidance Table included in PVR’s May 6, 2009 release for guidance estimates for full-year 2009.

Conference Call

A joint conference call and webcast, during which management will discuss first quarter 2009 financial and operational results for PVG and PVR, is scheduled for Thursday, May 7, 2009 at 1:00 p.m. ET. Prepared remarks by A. James Dearlove, Chief Executive Officer, will be followed by a question and answer period. Investors and analysts may participate via phone by dialing 1-877-407-9205 five to ten minutes before the scheduled start of the conference call, or via webcast by logging on to our website atwww.pvgpholdings.com at least 20 minutes prior to the scheduled start of the call to download and install any necessary audio software. A telephonic replay of the call will be available until February 26, 2009 at 11:59 p.m. ET by dialing 1-877-660-6853 and using the following replay pass codes: account #286, conference ID #320298. An on-demand replay of the conference call will be available at our website beginning shortly after the call.

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Headquartered in Radnor, PA, Penn Virginia GP Holdings, L.P. (NYSE: PVG) is a publicly traded limited partnership which owns the general partner interest, all of the incentive distribution rights and approximately 37 percent of the limited partner interests in PVR, a manager of coal and natural resource properties and related assets and the operator of a midstream natural gas gathering and processing business.

For more information about us, please visit our website atwww.pvgpholdings.com. For more information about PVR, please visit its website atwww.pvresource.com.

Certain statements contained herein and incorporated herein by reference to the PVR news release dated May 6, 2009 that are not descriptions of historical facts are “forward-looking” statements by PVR within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Because such statements include risks, uncertainties and contingencies, actual results may differ materially from those expressed or implied by such forward-looking statements. These risks, uncertainties and contingencies are discussed in more detail in PVR’s news release dated May 6, 2009 and in our press releases and public periodic filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2008. Many of the factors that will determine PVR’s and, therefore, our future results are beyond the ability of management to control or predict. Readers should not place undue reliance on forward-looking statements, which reflect management’s views only as of the date hereof. We undertake no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as the result of new information, future events or otherwise.

PENN VIRGINIA GP HOLDINGS, L.P.

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS - unaudited

(in thousands, except per unit data)

	Three Months Ended March 31,
	2009			2008
Revenues
Natural gas midstream	$	117,379		$	125,048
Coal royalties		30,630			23,962
Coal services		1,888			1,862
Other		6,862			5,942
Total revenues		156,759			156,814
Expenses
Cost of midstream gas purchased		100,620			99,697
Coal royalties expense		1,224			2,512
Other operating		7,666			4,281
Taxes other than income		1,223			1,072
General and administrative		8,133			7,134
Depreciation, depletion and amortization		16,503			11,500
Total expenses		135,369			126,196
Operating income		21,390			30,618
Other income (expense)
Interest expense		(5,616	)		(4,932	)
Other		329			545
Derivatives		(7,161	)		7,776
Net income		8,942			34,007
Net income attributable to noncontrolling interests		(2,093	)		(17,205	)
Net income attributable to Penn Virginia GP Holdings, L.P.	$	6,849		$	16,802
Net income per share attributable to PVG common unitholders, basic and diluted	$	0.18		$	0.43
Weighted average number of units outstanding, basic and diluted		39,075			39,075
Other data:
Coal and natural resource management segment:
Coal royalty tons		8,748			7,640
Average coal royalties ($ per ton)	$	3.50		$	3.14
Average net coal royalties ($ per ton) - (a)	$	3.36		$	2.81
Natural gas midstream segment:
System throughput volumes (MMcf)		32,280			17,287
Gross margin	$	16,759		$	25,351

(a) - The average net coal royalties per ton deducts coal royalties expense, which is incurred primarily in Central Appalachia.

PENN VIRGINIA GP HOLDINGS, L.P.

CONDENSED CONSOLIDATED BALANCE SHEETS - unaudited

(in thousands)

	March 31, 2009		December 31, 2008
Assets
Cash and cash equivalents	$	21,710	$	18,338
Accounts receivable		57,237		73,267
Derivative assets		21,692		30,431
Other current assets		4,658		4,263
Total current assets		105,297		126,299
Net property, plant and equipment		896,219		895,119
Other long-term assets		214,439		206,256
Total assets	$	1,215,955	$	1,227,674
Liabilities and partners’ capital
Accounts payable and accrued liabilities	$	54,023	$	71,481
Deferred income		3,762		4,842
Derivative liabilities		15,719		13,585
Total current liabilities		73,504		89,908
Derivative liabilities		6,176		6,915
Other long-term liabilities		23,379		24,228
Long-term debt of PVR		595,100		568,100
PVG partners’ capital and noncontrolling interests in PVR		517,796		538,523
Total liabilities and partners’ capital	$	1,215,955	$	1,227,674

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - unaudited

(in thousands)

	Three Months Ended March 31,
	2009			2008
Cash flows from operating activities
Net income	$	8,942		$	34,007
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization		16,503			11,500
Derivative contracts:
Total derivative losses (gains)		7,615			(6,668	)
Cash settlements of derivatives		2,836			(9,522	)
Non-cash interest expense		491			164
Equity earnings, net of distributions		(1,559	)		(360	)
Other		(207	)		(218	)
Changes in operating assets and liabilities		(962	)		(924	)
Net cash provided by operating activities		33,659			27,979
Cash flows from investing activities
Acquisitions		(1,256	)		(20	)
Additions to property, plant and equipment		(17,050	)		(17,650	)
Other		265			341
Net cash used in investing activities		(18,041	)		(17,329	)
Cash flows from financing activities
Distributions to partners		(29,988	)		(24,172	)
Proceeds from PVR borrowings, net		27,000			2,000
Payments for debt issuance costs		(9,258	)		—
Net cash used in financing activities		(12,246	)		(22,172	)
Net increase (decrease) in cash and cash equivalents		3,372			(11,522	)
Cash and cash equivalents - beginning of period		18,338			30,503
Cash and cash equivalents - end of period	$	21,710		$	18,981

PENN VIRGINIA GP HOLDINGS, L.P.

DISTRIBUTABLE CASH - unaudited

(in thousands, except per unit data)

The following table presents the calculation and reconciliation of our distributable cash with respect to the three months ended March 31, 2009 and 2008:

	Three Months Ended March 31,
	2009			2008
Distributable cash (a):
Cash distributions received from PVR associated with:
2% general partner interest	$	497		$	423
General partner incentive distribution rights		6,035			4,469
PVR common units		9,206			8,814
Total cash received from PVR		15,738			13,706
Deduct: Net expenses of PVG on a stand-alone basis (b)		(526	)		(600	)
Cash reserve for working capital		(364	)		179
Distributable cash (c)	$	14,848		$	13,285
Cash distributions paid to partners of PVG
To Penn Virginia Corporation	$	11,429		$	10,909
To public unitholders		3,419			2,376
Total cash distributions paid	$	14,848		$	13,285
Distribution per limited partner unit (paid in subsequent periods)	$	0.38		$	0.34
Weighted-average units outstanding, basic and diluted		39,075			39,075

(a) - The three months ended March 31, 2009 and 2008 columns represent cash distributions expected to be received from PVR and cash distributions expected to be paid to our unitholders subsequent to the end of each quarter.

(b) - Our estimated net expenses on a stand-alone basis, which represent general and administrative expenses, partially offset by interest income.

(c) - Distributable cash represents cash distributions received from PVR, minus our net expenses, minus cash reserve for working capital. Distributable cash is a significant liquidity metric which is an indicator of our ability to pay quarterly cash distributions to our limited partners. Distributable cash is widely used by investors and professional research analysts in the valuation, comparison, rating and investment recommendations of publicly traded partnerships. Distributable cash is presented because we believe it is a useful adjunct to net cash provided by operating activities under GAAP. Distributable cash is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating, investing or financing activities, as an indicator of cash flows, as a measure of liquidity or as an alternative to net income.

CERTAIN NON-GAAP FINANCIAL MEASURES - unaudited

(in thousands, except per unit data)

	Three Months Ended March 31,
	2009			2008
Reconciliation of GAAP “Net income” to Non-GAAP “Net incomeas adjusted”
Net income attributable to PVG	$	6,849		$	16,802
Adjustments for derivatives:
Derivative losses included in operating income		—			1,108
Derivative losses (gains) included in other income		7,615			(7,776	)
Cash settlements of derivatives		2,836			(9,522	)
Impact of adjustments on noncontrolling interests in PVR (d)		(2,310	)		8,065
Net income (loss) attributable to PVG, as adjusted (e)	$	14,990		$	8,677
Net income (loss) attributable to PVG, as adjusted, per limited partner unit, basic and diluted	$	0.38		$	0.22

(d) - Noncontrolling interest in PVR for the three months ended March 31, 2009 and 2008 has been adjusted for the effect of incentive distribution rights and reflects the noncontrolling interests percentage of net income recognized for the three months ended March 31, 2009 and 2008.

(e) - Net income as adjusted represents net income adjusted to exclude the effects of non-cash changes in the fair value of derivatives. We believe this presentation is widely used by investors and professional research analysts in the valuation, comparison, rating and investment recommendations of companies in the natural gas midstream industry. We use this information for comparative purposes within the industry. Net income as adjusted is not a measure of financial performance under GAAP and should not be considered as a measure of liquidity or as an alternative to net income.

PENN VIRGINIA GP HOLDINGS, L.P.

QUARTERLY SEGMENT INFORMATION - unaudited

(in thousands)

	Coal and Natural Resource Management		Natural Gas Midstream			Other			Consolidated
Three Months Ended March 31, 2009
Revenues
Natural gas midstream	$	—	$	117,379		$	—		$	117,379
Coal royalties		30,630		—			—			30,630
Coal services		1,888		—			—			1,888
Timber		1,317		—			—			1,317
Oil and gas royalties		703		—			—			703
Other		3,714		1,128			—			4,842
Total revenues		38,252		118,507			—			156,759
Expenses
Cost of midstream gas purchased		—		100,620			—			100,620
Coal royalties expense		1,224		—			—			1,224
Other operating		883		6,783			—			7,666
Taxes other than income		425		798			—			1,223
General and administrative		3,352		4,244			537			8,133
Depreciation, depletion and amortization		7,394		9,109			—			16,503
Total expenses		13,278		121,554			537			135,369
Operating income (loss)	$	24,974	$	(3,047	)	$	(537	)	$	21,390
Additions to property and equipment and acquisitions	$	1,300	$	17,006		$	—		$	18,306

	Coal and Natural Resource Management		Natural Gas Midstream		Other			Consolidated
Three Months Ended March 31, 2008
Revenues
Natural gas midstream	$	—	$	125,048	$	—		$	125,048
Coal royalties		23,962		—		—			23,962
Coal services		1,862		—		—			1,862
Timber		1,584		—		—			1,584
Oil and gas royalties		1,234		—		—			1,234
Other		1,652		1,472		—			3,124
Total revenues		30,294		126,520		—			156,814
Expenses
Cost of midstream gas purchased		—		99,697		—			99,697
Coal royalties expense		2,512		—		—			2,512
Other operating		231		4,050		—			4,281
Taxes other than income		371		701		—			1,072
General and administrative		3,185		3,333		616			7,134
Depreciation, depletion and amortization		6,413		5,087		—			11,500
Total expenses		12,712		112,868		616			126,196
Operating income (loss)	$	17,582	$	13,652	$	(616	)	$	30,618
Additions to property and equipment and acquisitions	$	48	$	17,622	$	—		$	17,670