UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 2 to
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Penn Virginia Corporation
(Name of Subject Company (Issuer) and Name of Filing Persons (Offeror))
4.50% Convertible Senior Subordinated Notes due 2012
(Title of Class of Securities)
707882AA4
(CUSIP Number of Class of Securities)
Nancy M. Snyder
Penn Virginia Corporation
Four Radnor Corporate Center, Suite 200
100 Matsonford Road
Radnor, Pennsylvania 19087
(610) 687-8900
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Filing Persons)
Copies To:
Allan D. Reiss
Adorys Velazquez
Vinson & Elkins L.L.P.
666 Fifth Avenue, 26th Floor
New York, New York 10103
Tel: (212) 237-0000
CALCULATION OF FILING FEE
| Transaction Valuation | Amount of Filing Fee | |
| $238,050,000 (1) |
$27,638 (2) | |
| (1) | The transaction value is estimated only for the purposes of calculating the filing fee. This amount is based on the purchase of $230,000,000 aggregate principal amount of outstanding 4.50% Convertible Senior Subordinated Notes due 2012 at a tender offer price of $1,035.00 per $1,000 principal amount of notes. |
| (2) | The amount of the filing fee was calculated at a rate of $116.10 per $1,000,000 of the transaction value. |
| x | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: $27,438; $200 |
Filing Party: Penn Virginia Corporation | |
| Form or Registration No.: Schedule TO-I; Schedule TO-I/A |
Date Filed: March 8, 2011; March 21, 2011 |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ¨ | third-party tender offer subject to Rule 14d-1 |
| x | issuer tender offer subject to Rule 13e-4 |
| ¨ | going-private transaction subject to Rule 13e-3 |
| ¨ | amendment to Schedule 13D under Rule 13d-2 |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
INTRODUCTORY STATEMENT
This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the United States Securities and Exchange Commission (the “SEC”) on March 8, 2011, as amended by Amendment No. 1 (“Amendment No. 1”) to such Schedule TO filed on March 21, 2011 (as amended and supplemented, the “Schedule TO”) by Penn Virginia Corporation, a Virginia corporation (the “Company”). The Schedule TO relates to an offer by the Company to purchase up to all $230,000,000 aggregate principal amount of its outstanding 4.50% Convertible Senior Subordinated Notes due 2012 (the “Convertible Notes”) for cash at a purchase price equal to $1,035.00 per $1,000 principal amount of Convertible Notes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 8, 2011 (as amended by Amendment No. 1, the “Offer to Purchase”), and the related Letter of Transmittal (as amended by Amendment No. 1, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”).
Only those items amended are reported in this Amendment No. 2. Except as specifically provided herein, the information contained in the Schedule TO, the Offer to Purchase and the Letter of Transmittal remains unchanged and this Amendment No. 2 does not modify any of the information previously reported on Schedule TO or in the Offer to Purchase or the Letter of Transmittal. You should read this Amendment No. 2 together with the Schedule TO, the Offer to Purchase and the related Letter of Transmittal.
OFFER TO PURCHASE (Exhibit (a)(1)(i) to the Schedule TO)
1. Terms of the Transaction.
The Offer to Purchase is hereby amended as follows:
The fourth row of the table on page 9 of the Offer to Purchase, under the section titled “The Offer—Summary of Important Dates for the Offer,” is hereby deleted in its entirety and replaced with the following:
| No later than three business days after the Expiration Date. |
The payment date, on which, upon the terms and subject to the conditions of the Offer, we expect to accept for purchase and pay the purchase price, plus accrued and unpaid interest, for any Convertible Notes that are validly tendered (and not validly withdrawn) pursuant to the offer prior to the expiration time. |
The third paragraph under section of the Offer to Purchase titled “The Offer—Conditions to the Offer” on page 17 of the Offer to Purchase, which begins with “Assuming the conditions of the Offer have been satisfied or waived prior to the Expiration Date …”, is hereby deleted in its entirety and replaced with the following paragraph:
Assuming the conditions of the Offer have been satisfied or waived prior to the Expiration Date, we will accept any and all Convertible Notes tendered (and not validly withdrawn) pursuant to the terms set forth in the Offer. The Company has initiated discussions with the lenders under its revolving credit facility in order to obtain the consents described in the Lender Consent Condition. In addition, on March 24, 2011, the Company launched a consent solicitation with respect to the Company’s existing 10.375% Senior Notes due 2016 in order to obtain the consents described in the Noteholder Consent Condition.
| ITEM 12. | EXHIBITS |
Item 12 is hereby amended and restated as follows:
| Exhibit |
Description | |
| (a)(1)(i) | Offer to Purchase, dated March 8, 2011.* | |
| (a)(1)(ii) | Letter of Transmittal.* | |
| (a)(1)(iii) | Notice of Voluntary Offering Instruction.* | |
| (a)(1)(iv) | Notice of Withdrawal.* | |
| (a)(1)(v) | Letter to Brokers.* | |
| (a)(1)(vi) | Letter to Clients.* | |
| (a)(5) | Press Release, dated March 8, 2011.* | |
| (a)(6) | Press Release, dated March 21, 2011** | |
| (b) | Not Applicable. | |
| (c) | Not Applicable. | |
| (d)(1) | Subordinated Indenture, dated December 5, 2007, among Penn Virginia Corporation, Penn Virginia Holding Corp., Penn Virginia Oil & Gas Corporation, Penn Virginia Oil & Gas GP LLC, Penn Virginia Oil & Gas LP LLC, Penn Virginia MC Corporation, Penn Virginia MC Energy L.L.C., Penn Virginia MC Operating Company L.L.C., Penn Virginia Oil & Gas, L.P. and Wells Fargo Bank, N.A., as trustee (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 5, 2007 (File No. 001-13283)). | |
| (d)(2) | First Supplemental Indenture relating to the 4.50% Convertible Senior Subordinated Notes due 2012, dated December 5, 2007, between Penn Virginia Corporation, as issuer and Wells Fargo Bank, N.A., as trustee (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 5, 2007 (File No. 001-13283)). | |
| (d)(3) | Call Option Confirmation dated November 29, 2007 between JPMorgan Chase Bank, National Association, London Branch and Penn Virginia Corporation (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 5, 2007 (File No. 001-13283)). | |
| (d)(4) | Warrant Confirmation dated November 29, 2007 between JPMorgan Chase Bank, National Association, London Branch and Penn Virginia Corporation (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 5, 2007 (File No. 001-13283)). | |
| (d)(5) | Call Option Confirmation dated November 29, 2007 between Wachovia Bank, National Association and Penn Virginia Corporation (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 5, 2007 (File No. 001-13283)). | |
| (d)(6) | Warrant Confirmation dated November 29, 2007 between Wachovia Bank, National Association and Penn Virginia Corporation (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 5, 2007 (File No. 001-13283)). | |
| (d)(7) | Call Option Confirmation dated November 29, 2007 between Lehman Brothers OTC Derivatives Inc. and Penn Virginia Corporation (incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 5, 2007 (File No. 001-13283)). |
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| Exhibit Number |
Description | |
| (d)(8) | Warrant Confirmation dated November 29, 2007 between Lehman Brothers OTC Derivatives Inc. and Penn Virginia Corporation (incorporated herein by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 5, 2007 (File No. 001-13283)). | |
| (d)(9) | Call Option Confirmation dated November 29, 2007 between UBS AG, London Branch and Penn Virginia Corporation (incorporated herein by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 5, 2007 (File No. 001-13283)). | |
| (d)(10) | Warrant Confirmation dated November 29, 2007 between UBS AG, London Branch and Penn Virginia Corporation (incorporated herein by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 5, 2007 (File No. 001-13283)). | |
| (d)(11) | Warrant Transaction Amendment between JPMorgan Chase Bank, National Association, London Branch and Penn Virginia Corporation (incorporated herein by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 5, 2007 (File No. 001-13283)). | |
| (d)(12) | Warrant Transaction Amendment between Lehman Brothers OTC Derivatives Inc. and Penn Virginia Corporation (incorporated herein by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 5, 2007 (File No. 001-13283)). | |
| (d)(13) | Warrant Transaction Amendment between Wachovia Bank, National Association and Penn Virginia Corporation (incorporated herein by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 5, 2007 (File No. 001-13283)). | |
| (d)(14) | Warrant Transaction Amendment between UBS AG, London Branch and Penn Virginia Corporation (incorporated herein by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 5, 2007 (File No. 001-13283)). | |
| (e) | Not Applicable. | |
| (f) | Not Applicable. | |
| (g) | Not Applicable. | |
| (h) | Not Applicable. |
* Previously filed with Schedule TO filed March 8, 2011.
** Previously filed with Amendment No. 1 to the Schedule TO filed March 21, 2011.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| PENN VIRGINIA CORPORATION | ||||
| By: |
/s/ NANCY M. SNYDER | |||
| Name: | Nancy M. Snyder | |||
| Title: | Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary | |||
Dated: March 24, 2011
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EXHIBIT INDEX
| Exhibit |
Description | |
| (a)(1)(i) | Offer to Purchase, dated March 8, 2011.* | |
| (a)(1)(ii) | Letter of Transmittal.* | |
| (a)(1)(iii) | Notice of Voluntary Offering Instruction.* | |
| (a)(1)(iv) | Notice of Withdrawal.* | |
| (a)(1)(v) | Letter to Brokers.* | |
| (a)(1)(vi) | Letter to Clients.* | |
| (a)(5) | Press Release, dated March 8, 2011.* | |
| (a)(6) | Press Release, dated March 21, 2011** | |
| (b) | Not Applicable. | |
| (c) | Not Applicable. | |
| (d)(1) | Subordinated Indenture, dated December 5, 2007, among Penn Virginia Corporation, Penn Virginia Holding Corp., Penn Virginia Oil & Gas Corporation, Penn Virginia Oil & Gas GP LLC, Penn Virginia Oil & Gas LP LLC, Penn Virginia MC Corporation, Penn Virginia MC Energy L.L.C., Penn Virginia MC Operating Company L.L.C., Penn Virginia Oil & Gas, L.P. and Wells Fargo Bank, N.A., as trustee (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 5, 2007 (File No. 001-13283)). | |
| (d)(2) | First Supplemental Indenture relating to the 4.50% Convertible Senior Subordinated Notes due 2012, dated December 5, 2007, between Penn Virginia Corporation, as issuer and Wells Fargo Bank, N.A., as trustee (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 5, 2007 (File No. 001-13283)). | |
| (d)(3) | Call Option Confirmation dated November 29, 2007 between JPMorgan Chase Bank, National Association, London Branch and Penn Virginia Corporation (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 5, 2007 (File No. 001-13283)). | |
| (d)(4) | Warrant Confirmation dated November 29, 2007 between JPMorgan Chase Bank, National Association, London Branch and Penn Virginia Corporation (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 5, 2007 (File No. 001-13283)). | |
| (d)(5) | Call Option Confirmation dated November 29, 2007 between Wachovia Bank, National Association and Penn Virginia Corporation (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 5, 2007 (File No. 001-13283)). | |
| (d)(6) | Warrant Confirmation dated November 29, 2007 between Wachovia Bank, National Association and Penn Virginia Corporation (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 5, 2007 (File No. 001-13283)). | |
| (d)(7) | Call Option Confirmation dated November 29, 2007 between Lehman Brothers OTC Derivatives Inc. and Penn Virginia Corporation (incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 5, 2007 (File No. 001-13283)). |
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| Exhibit |
Description | |
| (d)(8) | Warrant Confirmation dated November 29, 2007 between Lehman Brothers OTC Derivatives Inc. and Penn Virginia Corporation (incorporated herein by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 5, 2007 (File No. 001-13283)). | |
| (d)(9) | Call Option Confirmation dated November 29, 2007 between UBS AG, London Branch and Penn Virginia Corporation (incorporated herein by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 5, 2007 (File No. 001-13283)). | |
| (d)(10) | Warrant Confirmation dated November 29, 2007 between UBS AG, London Branch and Penn Virginia Corporation (incorporated herein by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 5, 2007 (File No. 001-13283)). | |
| (d)(11) | Warrant Transaction Amendment between JPMorgan Chase Bank, National Association, London Branch and Penn Virginia Corporation (incorporated herein by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 5, 2007 (File No. 001-13283)). | |
| (d)(12) | Warrant Transaction Amendment between Lehman Brothers OTC Derivatives Inc. and Penn Virginia Corporation (incorporated herein by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 5, 2007 (File No. 001-13283)). | |
| (d)(13) | Warrant Transaction Amendment between Wachovia Bank, National Association and Penn Virginia Corporation (incorporated herein by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 5, 2007 (File No. 001-13283)). | |
| (d)(14) | Warrant Transaction Amendment between UBS AG, London Branch and Penn Virginia Corporation (incorporated herein by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 5, 2007 (File No. 001-13283)). | |
| (e) | Not Applicable. | |
| (f) | Not Applicable. | |
| (g) | Not Applicable. | |
| (h) | Not Applicable. |
* Previously filed with Schedule TO filed March 8, 2011.
** Previously filed with Amendment No. 1 to the Schedule TO filed March 21, 2011.
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