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: July 16, 2015 (July 15, 2015)
(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. |
On July 15, 2015, Penn Virginia Corporation (the “Company”), through its indirect wholly owned subsidiary, Penn Virginia Oil & Gas, L.P. (“PVOG”), entered into a Purchase and Sale Agreement (the “PSA”) with Covey Park Energy LLC (“CPE”) providing for CPE’s purchase from PVOG of all of PVOG’s oil and gas assets located in East Texas and North Louisiana for $75.0 million in cash (the “Transaction”). The closing of the Transaction, which is expected to occur in August 2015, is subject to customary closing conditions, including the completion of title and environmental reviews.
| Item 7.01. | Regulation FD Disclosure. |
On July 15, 2015, the Company announced the Transaction. 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 ofForm 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. |
| | |
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| 99.1 | | Press release of Penn Virginia Corporation dated July 15, 2015. |
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: July 16, 2015
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| 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
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Exhibit
No. | | Description |
| |
| 99.1 | | Press release of Penn Virginia Corporation dated July 15, 2015. |
