UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition
On July 26, 2021, Penn Virginia Corporation (“Penn Virginia”) issued a press release, a copy of which is attached hereto as Exhibit 99.1 to provide an operational update.
The information in this section (including Exhibit 99.1) is being furnished, not filed, pursuant to Item 2.02. Accordingly, such information will not be incorporated by reference into any registration statement filed by Penn Virginia under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Item 8.01. Other Events
Notes Offering
On July 26, 2021, Penn Virginia issued a press release, a copy of which is attached hereto as Exhibit 99.2 and incorporated herein by reference, announcing that it intends to commence a private offering of senior notes due 2026 (the “Offering”). Penn Virginia obtained an amendment to the Credit Agreement among Penn Virginia Holding Corp., as borrower, Penn Virginia Corporation, as parent, the subsidiaries of the borrower thereto, the lenders party thereto and Wells Fargo Bank, National Association, in order to permit the Offering.
This announcement shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. The notes will not be registered under the Securities Act of 1933 or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act of 1933 and applicable state securities laws.
Reserve Report
The reserve report of DeGolyer and MacNaughton dated July 8, 2021, relating to Penn Virginia’s estimated quantities of developed reserves, the future net revenues from those reserves and their present value as of June 30, 2021, as referenced in Penn Virginia’s operational update press release discussed in Item 2.02 above, is filed herewith as Exhibit 99.3 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit |
Description | |
| 23.1 | Consent of DeGolyer and MacNaughton. | |
| 99.1 | Press Release Issued by Penn Virginia dated July 26, 2021. | |
| 99.2 | Press Release Issued by Penn Virginia dated July 26, 2021 | |
| 99.3 | Reserve Report dated July 8, 2021 | |
| 104 | The cover page from Penn Virginia Corporation’s Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101). | |
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.
| July 26, 2021 | PENN VIRGINIA CORPORATION | |||||
| By: | /s/ Katherine J. Ryan | |||||
| Katherine J. Ryan | ||||||
| Vice President, Chief Legal Counsel and Corporate Secretary | ||||||