8-K

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: June 9, 2010 (June 7, 2010)

(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 2.01. Completion of Acquisition or Disposition of Assets.

As previously reported by Penn Virginia Corporation (“Penn Virginia”), on June 2, 2010, Penn Virginia Resource LP Corp. (“PVR LP Corp.”) and Penn Virginia Resource GP Corp. (“PVR GP Corp.” and together with PVR LP Corp., the “Selling Unitholders”), indirect wholly owned subsidiaries of Penn Virginia, entered into an underwriting agreement (the “Underwriting Agreement”) with Penn Virginia GP Holdings, L.P. (“PVG”), PVG GP, LLC (the “PVG General Partner”) and Barclays Capital Inc., as the underwriter, covering the sale by the Selling Unitholders (the “Offering”) of an aggregate of 8,827,429 common units, representing limited partner interests in PVG.

A copy of the Underwriting Agreement is attached as Exhibit 1.1 to Penn Virginia’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 7, 2010, is incorporated herein by reference and is hereby filed. The description of the Underwriting Agreement in this Current Report on Form 8-K is a summary and is qualified in its entirety by reference to the complete text of such agreement.

As previously reported by Penn Virginia, on June 7, 2010, PVR GP Corp., PVG and the PVG General Partner entered into a contribution agreement (the “Contribution Agreement”) pursuant to which PVR GP Corp. contributed 100% of the membership interests in the PVG General Partner to PVG (the “Contribution”) and PVG was admitted as the sole member of the PVG General Partner.

A copy of the Contribution Agreement is attached as Exhibit 10.1 to Penn Virginia’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 7, 2010, is incorporated herein by reference and is hereby filed. The description of the Contribution Agreement in this Current Report on Form 8-K is a summary and is qualified in its entirety by reference to the complete text of such agreement.

Item 9.01. Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

Included herein as Exhibit 99.1 to this Current Report on Form 8-K is the following pro forma financial information:

• Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2010, which is based on the Registrant’s unaudited consolidated balance sheet as of March 31, 2010 and gives effect to the Offering and the Contribution as if the Offering and the Contribution had occurred on March 31, 2010;

• Unaudited Pro Forma Condensed Consolidated Statement of Income for the three months ended March 31, 2010, which has been derived from the Registrant’s unaudited consolidated statement of income for the three months ended March 31, 2010 and gives effect to the Offering and the Contribution as if the Offering and the Contribution had occurred on January 1, 2007;

• Unaudited Pro Forma Condensed Consolidated Statement of Income for the year ended December 31, 2009, which has been derived from the Registrant’s audited consolidated statement of income for the year ended December 31, 2009 and gives effect to the Offering and the Contribution as if the Offering and the Contribution had occurred on January 1, 2007;

• Unaudited Pro Forma Condensed Consolidated Statement of Income for the year ended December 31, 2008, which has been derived from the Registrant’s audited consolidated statement of income for the year ended December 31, 2008 and gives effect to the Offering and the Contribution as if the Offering and the Contribution had occurred on January 1, 2007;

• Unaudited Pro Forma Condensed Consolidated Statement of Income for the year ended December 31, 2007, which has been derived from the Registrant’s audited consolidated statement of income for the year ended December 31, 2007 and gives effect to the Offering and the Contribution as if the Offering and the Contribution had occurred on January 1, 2007; and

• Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.

(d) Exhibits.

1.1	Underwriting Agreement, dated June 2, 2010, by and among Penn Virginia GP Holdings, L.P., PVG GP, LLC, Penn Virginia Resource LP Corp., Penn Virginia Resource GP Corp. and Barclays Capital Inc., as the underwriter, relating to the Offering (incorporated by reference to Exhibit 1.1 to Registrant’s Current Report on Form 8-K filed on June 7, 2010).
10.1	Contribution Agreement, dated June 7, 2010, by and among Penn Virginia Resource GP Corp., Penn Virginia GP Holdings, L.P. and PVG GP, LLC (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on June 7, 2010).
99.1	Unaudited Pro Forma Condensed Consolidated Financial Statements of Penn Virginia Corporation.

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: June 9, 2010

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

Exhibit No.	Description
1.1	Underwriting Agreement, dated June 2, 2010, by and among Penn Virginia GP Holdings, L.P., PVG GP, LLC, Penn Virginia Resource LP Corp., Penn Virginia Resource GP Corp. and Barclays Capital Inc., as the underwriter, relating to the Offering (incorporated by reference to Exhibit 1.1 to Registrant’s Current Report on Form 8-K filed on June 7, 2010).
10.1	Contribution Agreement, dated June 7, 2010, by and among Penn Virginia Resource GP Corp., Penn Virginia GP Holdings, L.P. and PVG GP, LLC (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on June 7, 2010).
99.1	Unaudited Pro Forma Condensed Consolidated Financial Statements of Penn Virginia Corporation.

EX-99.1

Exhibit 99.1

PENN VIRGINIA CORPORATION AND SUBSIDIARIES

TRANSACTION DESCRIPTION FOR THE UNAUDITED PRO FORMA CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

On June 7, 2010, certain indirect wholly owned subsidiaries of Penn Virginia Corporation (the “Company”) sold 8,827,429 common units representing its 22.6% limited partner interests in Penn Virginia GP Holdings, L.P. (“PVG”) in a secondary public offering for proceeds of approximately $139 million, net of offering costs (the “Offering”). In a related transaction also occurring on June 7, 2010, the Company disposed of a wholly-owned subsidiary that held the sole non-economic general partner interest in PVG and thereby relinquished control of PVG (the “GP Disposition” and together with the Offering, the “PVG Transaction”). The PVG Transaction represents the final portion of the divestiture of the Company’s interests in PVG. The Company will recognize a gain on the disposition of its interests in PVG resulting from the PVG Transaction and will deconsolidate the financial position and results of operations of PVG from its consolidated financial statements.

The following unaudited pro forma condensed consolidated financial statements and accompanying notes present the financial statements of the Company assuming the PVG Transaction occurred as of March 31, 2010 with respect to the balance sheet and as of January 1, 2007 with respect to the statements of income for the three months ended March 31, 2010 and the years ended December 31, 2009, 2008 and 2007.

PENN VIRGINIA CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

	As of March 31, 2010
	Historical			Pro Forma Adjustments			Pro Forma
Assets
Current assets
Cash and cash equivalents	$	279,220		$	111,151	(a)	$	390,371
Other current assets		175,838			(73,095	)(b)		102,743
Total current assets		455,058			38,056			493,114
Property and equipment, net		2,388,649			(866,279	)(c)		1,522,370
Other assets		236,274			(205,999	)(c)		30,275
Total assets	$	3,079,981		$	(1,034,222	)	$	2,045,759
Liabilities and shareholders’ equity
Current liabilities	$	255,582		$	(57,480	)(d)	$	198,102
Long-term debt of Penn Virginia Resource Partners, L.P.		618,100			(618,100	)(c)		—
Long-term debt of Penn Virginia Corporation		500,537			—			500,537
Other liabilities		336,012			(27,371	)(c)		308,641
Total liabilities		1,710,231			(702,951	)		1,007,280
Shareholders’ equity:
Common stock and additional paid-in capital		659,415			—			659,415
Retained earnings		330,205			50,896	(e)		381,101
Other		(2,037	)		—			(2,037	)
Total Penn Virginia Corporation shareholders’ equity		987,583			50,896			1,038,479
Noncontrolling interests of subsidiaries		382,167			(382,167	)(e)		—
Total shareholders’ equity		1,369,750			(331,271	)		1,038,479
Total liabilities and shareholders’ equity	$	3,079,981		$	(1,034,222	)	$	2,045,759

See accompanying notes to unaudited pro forma condensed consolidated financial statements

PENN VIRGINIA CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

(in thousands, except per share data)

	For the Three Months Ended March 31, 2010
	Historical			Pro Forma Adjustments			Pro Forma
Revenues
Natural gas, crude oil and natural gas liquids (NGLs)	$	66,700		$	—		$	66,700
Natural gas midstream		151,764			(151,764	)(f)		—
Coal royalties		28,226			(28,226	)(f)		—
Other		8,821			(7,643	)(f)		1,178
Total revenues		255,511			(187,633	)		67,878
Expenses
Cost of midstream gas purchased		123,660			(123,660	)(f)		—
Operating		20,521			(8,553	)(f)		11,968
Exploration		6,029			—			6,029
Taxes other than income		6,848			(1,518	)(f)		5,330
General and administrative		23,291			(9,326	)(f)		13,965
Depreciation, depletion and amortization		47,574			(17,545	)(f)		30,029
Loss on sale of assets		465			—			465
Total expenses		228,388			(160,602	)		67,786
Operating income		27,123			(27,031	)		92
Other income (expense)
Interest expense		(19,506	)		5,835	(f)		(13,671	)
Derivatives and other		23,882			7,241	(f)		31,123
Income before income taxes and noncontrolling interests		31,499			(13,955	)		17,544
Income tax expense		(8,559	)		1,781	(g)		(6,778	)
Net income		22,940			(12,174	)		10,766
Less net income attributable to noncontrolling interests		(9,346	)		9,346	(h)		—
Income attributable to Penn Virginia Corporation	$	13,594		$	(2,828	)	$	10,766
Earnings per share - basic and diluted:
Basic	$	0.30					$	0.24
Diluted	$	0.30					$	0.24
Weighted average shares outstanding, basic		45,465						45,465
Weighted average shares outstanding, diluted		45,761						45,761

See accompanying notes to unaudited pro forma condensed consolidated financial statements

PENN VIRGINIA CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

(in thousands, except per share data)

	For the Year Ended December 31, 2009
	Historical			Pro Forma Adjustments			Pro Forma
Revenues
Natural gas, crude oil and natural gas liquids (NGLs)	$	228,659		$	—		$	228,659
Natural gas midstream		428,016			(428,016	)(f)		—
Coal royalties		120,435			(120,435	)(f)		—
Other		38,027			(31,480	)(f)		6,547
Total revenues		815,137			(579,931	)		235,206
Expenses
Cost of midstream gas purchased		333,854			(333,854	)(f)		—
Operating		86,766			(31,067	)(f)		55,699
Exploration		57,754			—			57,754
Taxes other than income		22,073			(4,794	)(f)		17,279
General and administrative		80,000			(32,545	)(f)		47,455
Depreciation, depletion and amortization		223,367			(69,016	)(f)		154,351
Impairments and loss on sale of assets		109,525			(1,511	)(f)		108,014
Total expenses		913,339			(472,787	)		440,552
Operating loss		(98,202	)		(107,144	)		(205,346	)
Other income (expense)
Interest expense		(68,884	)		24,653	(f)		(44,231	)
Derivatives and other		14,466			18,361	(f)		32,827
Loss before income taxes and noncontrolling interests		(152,620	)		(64,130	)		(216,750	)
Income tax benefit		75,252			10,642	(g)		85,894
Net loss		(77,368	)		(53,488	)		(130,856	)
Less net income attributable to noncontrolling interests		(37,275	)		37,275	(h)		—
Loss attributable to Penn Virginia Corporation	$	(114,643	)	$	(16,213	)	$	(130,856	)
Loss per share - basic and diluted:
Basic	$	(2.62	)				$	(2.99	)
Diluted	$	(2.62	)				$	(2.99	)
Weighted average shares outstanding, basic		43,811						43,811
Weighted average shares outstanding, diluted		43,811						43,811

See accompanying notes to unaudited pro forma condensed consolidated financial statements

PENN VIRGINIA CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

(in thousands, except per share data)

	For the Year Ended December 31, 2008
	Historical			Pro Forma Adjustments			Pro Forma
Revenues
Natural gas, crude oil and natural gas liquids (NGLs)	$	436,622		$	—		$	436,622
Natural gas midstream		589,783			(589,783	)(f)		—
Coal royalties		122,834			(122,834	)(f)		—
Other		71,612			(38,744	)(f)		32,868
Total revenues		1,220,851			(751,361	)		469,490
Expenses
Cost of midstream gas purchased		484,621			(484,621	)(f)		—
Operating		89,891			(30,367	)(f)		59,524
Exploration		42,436			—			42,436
Taxes other than income		28,586			(4,258	)(f)		24,328
General and administrative		74,494			(28,976	)(f)		45,518
Depreciation, depletion and amortization		192,236			(56,549	)(f)		135,687
Impairments		51,764			(31,801	)(f)		19,963
Total expenses		964,028			(636,572	)		327,456
Operating income		256,823			(114,789	)		142,034
Other income (expense)
Interest expense		(49,299	)		24,672	(f)		(24,627	)
Derivatives and other		45,916			(14,098	)(f)		31,818
Income before income taxes and noncontrolling interests		253,440			(104,215	)		149,225
Income tax expense		(71,920	)		16,314	(g)		(55,606	)
Net income		181,520			(87,901	)		93,619
Less net income attributable to noncontrolling interests		(60,436	)		60,436	(h)		—
Income attributable to Penn Virginia Corporation	$	121,084		$	(27,465	)	$	93,619
Earnings per share - basic and diluted:
Basic	$	2.89					$	2.24
Diluted	$	2.87					$	2.23
Weighted average shares outstanding, basic		41,760						41,760
Weighted average shares outstanding, diluted		42,031						42,031

See accompanying notes to unaudited pro forma condensed consolidated financial statements

PENN VIRGINIA CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

(in thousands, except per share data)

	For the Year Ended December 31, 2007
	Historical			Pro Forma Adjustments			Pro Forma
Revenues
Natural gas, crude oil and natural gas liquids (NGLs)	$	290,286		$	—		$	290,286
Natural gas midstream		433,174			(433,174	)(f)		—
Coal royalties		94,140			(94,140	)(f)		—
Other		35,350			(22,131	)(f)		13,219
Total revenues		852,950			(549,445	)		303,505
Expenses
Cost of midstream gas purchased		343,293			(343,293	)(f)		—
Operating		67,610			(20,964	)(f)		46,646
Exploration		28,608			—			28,608
Taxes other than income		21,723			(3,040	)(f)		18,683
General and administrative		66,983			(25,393	)(f)		41,590
Depreciation, depletion and amortization		129,523			(41,512	)(f)		88,011
Impairments		2,586			—			2,586
Total expenses		660,326			(434,202	)		226,124
Operating income		192,624			(115,243	)		77,381
Other income (expense)
Interest expense		(37,851	)		17,338	(f)		(20,513	)
Derivatives and other		(43,631	)		43,329	(f)		(302	)
Income before income taxes and noncontrolling interests		111,142			(54,576	)		56,566
Income tax expense		(30,332	)		9,103	(g)		(21,229	)
Net income		80,810			(45,473	)		35,337
Less net income attributable to noncontrolling interests		(30,319	)		30,319	(h)		—
Income attributable to Penn Virginia Corporation	$	50,491		$	(15,154	)	$	35,337
Earnings per share - basic and diluted:
Basic	$	1.32					$	0.93
Diluted	$	1.31					$	0.92
Weighted average shares outstanding, basic		38,061						38,061
Weighted average shares outstanding, diluted		38,358						38,358

See accompanying notes to unaudited pro forma condensed consolidated financial statements

PENN VIRGINIA CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL

STATEMENTS

1. Basis of Presentation

The accompanying unaudited pro forma condensed consolidated financial statements and explanatory notes present the financial statements of Penn Virginia Corporation and subsidiaries (the “Company”) assuming the PVG Transaction, as described in the Transaction Description preceding these pro forma financial statements, occurred as of March 31, 2010 with respect to the balance sheet and as of January 1, 2007 with respect to the statements of income for the three months ended March 31, 2010 and the years ended December 31, 2009, 2008 and 2007.

The unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only and do not purport to represent what the financial position or results of operations of the Company would have been had the PVG Transaction occurred on the dates noted above, or to project the financial position or results of operations of the Company for any future periods. The pro forma adjustments are based on available information and certain assumptions that management believes are reasonable. The pro forma adjustments are directly attributable to the PVG Transaction and are expected to have a continuing impact on the results of operations of the Company. In the opinion of management, all adjustments necessary to present fairly the unaudited pro forma financial statements have been made.

The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes included in its Annual Report on Form 10-K for the year ended December 31, 2009 and its Quarterly Report on Form 10-Q for the three months ended March 31, 2010.

The following are descriptions of the columns included in the accompanying unaudited pro forma condensed consolidated financial statements:

Historical – Represents the historical condensed consolidated balance sheet of the Company as of March 31, 2010 and the historical condensed consolidated statements of income of the Company for the three months ended March 31, 2010 and the years ended December 31, 2009, 2008 and 2007.

Pro Forma Adjustments – Represents the adjustments to the historical condensed consolidated financial statements required to derive the pro forma financial position of the Company as of March 31, 2010, assuming the PVG Transaction occurred as of March 31, 2010 and the pro forma results of operations of the Company for the three months ended March 31, 2010 and the years ended December 31, 2009, 2008 and 2007, assuming the PVG Transaction occurred as of January 1, 2007.

2. Pro Forma Adjustments

Condensed Consolidated Balance Sheet

(a) To record $139,120 of net cash proceeds received from the PVG Transaction (see (e) below) less $27,969 of cash balances attributable to PVG to be eliminated in connection with the related deconsolidation of PVG.

(b) To eliminate other current assets attributable to PVG and to convert $5,073 of intercompany accounts receivable from PVG to trade accounts receivable in connection with the deconsolidation of PVG.

(c) To eliminate the assets and liabilities attributable to PVG in connection with the deconsolidation of PVG.

(d) To (i) record an income tax liability of $27,405 payable in connection with the gain on the PVG Transaction (see (e) below), (ii) convert $625 of intercompany accounts payable to PVG to trade accounts payable and (iii) eliminate $85,510 of current liabilities attributable to PVG in connection with the deconsolidation of PVG.

(e) To record the gain on the PVG Transaction, net of taxes, as provided below, including the elimination of noncontrolling interests in PVG.

Cash proceeds, net of offering costs (8,827,429 units x $15.76 per unit)	$	139,120
Carrying value of noncontrolling interests in PVG		382,167
	$	521,287
Carrying value of PVG assets and liabilities		(442,986	)
Gain on disposition of PVG, before income taxes	$	78,301
Tax at statutory rate of 35%		(27,405	)
Net gain on disposition of PVG	$	50,896

Condensed Consolidated Statements of Income

(f) To eliminate the revenues and expenses attributable to the results of operations of PVG in connection with the deconsolidation of PVG.

(g) To eliminate the income taxes attributable to the results of operations of PVG, net of noncontrolling interests, at the effective rates in effect for the historical periods. As the Company owned less than 100% of PVG during the historical periods, the effective tax rates were based on the Company’s consolidated pre-tax income less noncontrolling interests attributable to PVG.

(h) To eliminate the deduction for net income attributable to noncontrolling interests which is associated with the noncontrolling interests in PVG.