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: April 5, 2011 (April 4, 2011)

(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.

and

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

On April 4, 2011, Penn Virginia Corporation (the “Company”) and certain of its subsidiaries named therein (the “Guarantors”) entered into the Second Supplemental Indenture (the “Second Supplemental Indenture”) among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”), to the Indenture, dated June 15, 2009 among the Company, the Guarantors and the Trustee (as amended and supplemented by the First Supplemental Indenture dated June 15, 2009, the “Indenture”), relating to the Company’s 10.375% Senior Notes due 2016 (the “2016 Senior Notes”).

The Second Supplemental Indenture amends the covenant relating to restricted payments in the Indenture to permit the Company to purchase, repurchase, redeem, defease or otherwise acquire for value the Company’s outstanding 4.50% Convertible Senior Subordinated Notes due 2012 (the “2012 Convertible Notes”), and related call options and warrants issued at the time of the original issuance of the 2012 Convertible Notes, notwithstanding the covenant in the Indenture that restricts the making of certain payments by the Company.

A copy of the Second Supplemental Indenture is attached as Exhibit 4.1 to this Current Report on Form 8-K, is incorporated by reference and is hereby filed. The description of the Second Supplemental Indenture 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 7.01. Regulation FD Disclosure.

Certain Information Regarding Leasehold Interests

The following table sets forth certain information regarding the Company’s net acres of leasehold interests:

	As of March 31, 2011
	Net acres (in thousands)		% Developed			% Undeveloped
Eagle Ford Shale		14.9		37	%		63	%
Marcellus Shale		56.1		1	%		99	%
Mid-Continent		128.5		62	%		38	%
Other		846.6		74	%		26	%
Total		1,046.1		68	%		32	%

Other Information

On April 4, 2011, the Company issued a press release announcing the results of the previously announced consent solicitation with respect to the 2016 Senior Notes. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. On April 4, 2011, the Company issued a press release announcing the extension of the previously announced tender offer with respect to the 2012 Convertible Notes.

A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 7.01 and the press releases 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 exhibits 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.

(d) Exhibits.

4.1	Second Supplemental Indenture relating to the 10.375% Senior Notes due 2016, dated April 4, 2011, among Penn Virginia Corporation, as issuer, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee.
99.1	Press release of Penn Virginia Corporation dated April 4, 2011.
99.2	Press release of Penn Virginia Corporation dated April 4, 2011.

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: April 5, 2011

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
4.1	Second Supplemental Indenture relating to the 10.375% Senior Notes due 2016, dated April 4, 2011, among Penn Virginia Corporation, as issuer, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee.
99.1	Press release of Penn Virginia Corporation dated April 4, 2011.
99.2	Press release of Penn Virginia Corporation dated April 4, 2011.

EX-4.1

Exhibit 4.1

SECOND SUPPLEMENTAL INDENTURE

SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of April 4, 2011, among Penn Virginia Corporation, a corporation duly organized and existing under the laws of the Commonwealth of Virginia (herein called the “Company”), having its principal office at Four Radnor Corporate Center, Suite 200, 100 Matsonford Road, Radnor, Pennsylvania 19087, and Penn Virginia Holding Corp. (a Delaware corporation), Penn Virginia Oil & Gas Corporation (a Virginia corporation), Penn Virginia Oil & Gas GP LLC (a Delaware limited liability company), Penn Virginia Oil & Gas LP LLC (a Delaware limited liability company), Penn Virginia Oil & Gas, L.P. (a Texas limited partnership), Penn Virginia MC Corporation (a Delaware corporation), Penn Virginia MC Energy L.L.C. (a Delaware limited liability company) and Penn Virginia MC Operating Company L.L.C. (a Delaware limited liability company) (together, the “Subsidiary Guarantors”), and Wells Fargo Bank, National Association, as Trustee (herein called the “Trustee”), to the Indenture, dated as of June 15, 2009, among the Company, the Subsidiary Guarantors and the Trustee (the “Base Indenture” and, as supplemented by the First Supplemental Indenture (the “First Supplemental Indenture”), dated as of June 15, 2009, among the Company, the Subsidiary Guarantors and the Trustee, in respect of the Notes, the “Indenture”).

RECITALS OF THE COMPANY AND THE SUBSIDIARY GUARANTORS

The Company and the Subsidiary Guarantors have duly authorized, executed and delivered to the Trustee the Base Indenture, providing for the issuance from time to time of the Company’s unsecured debentures, notes or other evidences of indebtedness to be issued in one or more series, and the First Supplemental Indenture, providing for the issuance of a series of senior notes designated as 10.375% Senior Notes due 2016 (the “Notes”).

Section 902 of the Base Indenture provides, among other things, that with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture (the “Requisite Consents”), the Company and the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee, may enter into an indenture or indentures supplemental to the Indenture.

Pursuant to Section 902 of the Base Indenture, the Company and the Subsidiary Guarantors desire to amend the Indenture by amending Subsection (3) of Section 1112 of the First Supplemental Indenture, captioned “Limitation on Restricted Payments” (the “Proposed Amendment”).

The Board of Directors of the Company and the Boards of Directors of the Subsidiary Guarantors have duly adopted resolutions authorizing the Company and the Subsidiary Guarantors to execute and deliver this Second Supplemental Indenture.

The Requisite Consents to effect the Proposed Amendment have been received.

All conditions and requirements necessary to make this Second Supplemental Indenture a valid, legal, binding and enforceable instrument in accordance with its terms have been performed and fulfilled by the parties hereto and the execution and delivery thereof have been in all respects duly authorized by the parties hereto.

1

NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH:

For and in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Notes as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. AMENDMENTS TO INDENTURE. The first paragraph of Section 1112(3) of the First Supplemental Indenture is hereby deleted in its entirety and replaced with the following:

(3) purchase, repurchase, redeem, defease or otherwise acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated Obligations or Guarantor Subordinated Obligations (other than (x) Indebtedness permitted under clause (3) of the second paragraph of Section 1111, (y) the purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations or Guarantor Subordinated Obligations purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase, redemption, defeasance or other acquisition or retirement or (z) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of any or all of the Company’s 4.50% Convertible Senior Subordinated Notes due 2012 and any related call options or warrants issued at the time of the issuance thereof); or

3. RATIFICATION. This Second Supplemental Indenture is executed and shall be construed as a supplement to the Indenture and, as provided in the Indenture, this Second Supplemental Indenture forms a part of the Indenture. Except to the extent amended by or supplemented by this Second Supplemental Indenture, the Company, the Subsidiary Guarantors and the Trustee hereby ratify, confirm and reaffirm the Indenture in all respects.

4. GOVERNING LAW. This Second Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

5. COUNTERPART ORIGINALS. The parties may sign any number of copies of this Second Supplemental Indenture, and each party hereto may sign any number of separate copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

6. EFFECT OF HEADINGS. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company.

2

[Signature Pages Follow]

3

IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed and attested, all as of the date first above written.

Penn Virginia Corporation
	(a Virginia corporation)
By:	/s/ Steven A. Hartman
	Name:	Steven A. Hartman
	Title:	Senior Vice President and
		Chief Financial Officer
Penn Virginia Holding Corp.
	(a Delaware corporation)
Penn Virginia Oil & Gas Corporation
	(a Virginia corporation)
Penn Virginia Oil & Gas GP LLC
	(a Delaware limited liability company)
Penn Virginia Oil & Gas LP LLC
	(a Delaware limited liability company)
Penn Virginia MC Corporation
	(a Delaware corporation)
Penn Virginia MC Energy L.L.C.
	(a Delaware limited liability company)
Penn Virginia MC Operating Company L.L.C.
	(a Delaware limited liability company)
By:	/s/ Steven A. Hartman
	Name:	Steven A. Hartman
	Title:	Senior Vice President and Chief Financial Officer
Penn Virginia Oil & Gas, L.P.
	(a Texas limited partnership)
	By:	Penn Virginia Oil & Gas GP LLC, its general partner
By:	/s/ Steven A. Hartman
	Name:	Steven A. Hartman
	Title:	Senior Vice President and
		Chief Financial Officer
Wells Fargo Bank, National Association, as Trustee
By:	/s/ John C. Stohlmann
	Name:	John C. Stohlmann
	Title:	Vice President

S-1

EX-99.1

Exhibit 99.1

Four Radnor Corporate Center, Suite 200

Radnor, PA 19087

Ph: (610) 687-8900 Fax: (610) 687-3688

www.pennvirginia.com

FOR IMMEDIATE RELEASE

PENN VIRGINIA CORPORATION SUCCESSFULLY COMPLETES CONSENT SOLICITATION

RELATING TO ITS 10.375% SENIOR NOTES DUE 2016

RADNOR, PA (BusinessWire) April 4, 2011 – Penn Virginia Corporation (NYSE: PVA) announced today that it has successfully completed its consent solicitation (the “Consent Solicitation”) to amend a provision of the indenture (the “Indenture”) governing its outstanding 10.375% Senior Notes due 2016. The Consent Solicitation passed with approximately 98% of the bondholders consenting to the amendment.

The amendment to the Indenture will permit PVA to purchase, repurchase, redeem, defease or otherwise acquire for value PVA’s outstanding 4.50% Convertible Senior Subordinated Notes due 2012 (the “Convertible Notes”), and related call options and warrants issued at the time of the original issuance of the Convertible Notes, using the proceeds of a new senior debt financing, notwithstanding the covenant in the Indenture that restricts the making of certain payments by PVA.

******

Penn Virginia Corporation (NYSE: PVA) is an independent natural gas and oil company focused on the exploration, acquisition, development and production of reserves in onshore regions of the U.S., including Texas, Appalachia, the Mid-Continent region and Mississippi.

For more information, please visit our website at www.pennvirginia.com.

Certain statements contained herein that are not descriptions of historical facts are “forward-looking” statements 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.

Additional information concerning these and other factors can be found in our press releases and public periodic filings with the Securities and Exchange Commission. Many of the factors that will determine 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 a result of new information, future events or otherwise.

Contact:	James W. Dean
	Vice President, Corporate Development
	Ph: (610) 687-7531 Fax: (610) 687-3688
	E-Mail: invest@pennvirginia.com

EX-99.2

Exhibit 99.2

Four Radnor Corporate Center, Suite 200

Radnor, PA 19087

Ph: (610) 687-8900 Fax: (610) 687-3688

www.pennvirginia.com

FOR IMMEDIATE RELEASE

PENN VIRGINIA CORPORATION ANNOUNCES AMENDMENT AND EXTENSION OF THE TENDER OFFER

FOR ITS 4.50% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2012

RADNOR, PA (BusinessWire) April 4, 2011 – Penn Virginia Corporation (NYSE: PVA) announced today that it has amended certain terms of its previously announced tender offer for any and all of its outstanding 4.50% Convertible Senior Subordinated Notes due 2012 (the “Convertible Notes”). PVA has amended the tender offer to extend the tender offer until 12:00 Midnight, New York City time, on Monday, April 11, 2011 and to state that the noteholder consent condition described in the Offer to Purchase has been satisfied.

The tender offer has been extended to allow additional time for noteholders to tender Convertible Notes. The tender offer will expire at 12:00 Midnight, New York City time, on Monday, April 11, 2011, unless the tender offer is extended or earlier terminated by PVA.

Holders who have previously validly tendered and not withdrawn Convertible Notes do not need to re-tender their Convertible Notes or take any other action in response to the extension of the tender offer. As of 5:00 p.m., New York City time, on April 4, 2011, holders of approximately $225 million aggregate principal amount of Convertible Notes, or approximately 98% of the outstanding Convertible Notes, had tendered and not withdrawn their Convertible Notes pursuant to the tender offer.

The terms and conditions of the tender offer, prior to the amendments described in this release, were set forth in PVA’s Offer to Purchase dated March 8, 2011 (the “Offer to Purchase”) and Letter of Transmittal, dated March 8, 2011 (the “Letter of Transmittal”), and the other related materials that PVA distributed to holders of the Convertible Notes, which were filed with the Securities and Exchange Commission (“SEC”) as exhibits to PVA’s Schedule TO on March 8, 2011 (the “Original Tender Offer Materials”). The Original Tender Offer Materials have been amended and supplemented by Amendment No. 1 to the Schedule TO, which was filed with the SEC on March 21, 2011, Amendment No. 2 to the Schedule TO, which was filed with the SEC on March 24, 2011, and Amendment No. 3 to the Schedule TO, which was filed with the SEC on April 4, 2011 (collectively, the “Schedule TO Amendments”). The term “tender offer,” when used in this release, shall refer to the terms and conditions described in the Original Tender Offer Materials, as amended and supplemented by the Schedule TO Amendments and this release.

PVA has appointed J.P. Morgan Securities LLC to act as dealer manager for the tender offer and has retained Global Bondholder Services Corporation to serve as the information agent and the depositary.

Questions regarding the tender offer may be directed to J.P. Morgan Securities LLC at 800-261-5767 (U.S. toll free). Requests for documents may be directed to Global Bondholder Services Corporation at 866-540-1500 (U.S. toll free) or at 212-430-3774 (collect), or in writing to 65 Broadway, Suite 404, New York, NY 10006.

The tender offer is only being made pursuant to the terms of the Original Tender Offer Materials, as amended by the Schedule TO Amendments. This press release is for informational purposes only and is not an offer to sell or purchase or the solicitation of an offer to sell or purchase any securities discussed herein. The tender offer is

not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, “blue sky” or other laws of such jurisdiction.

******

Penn Virginia Corporation (NYSE: PVA) is an independent natural gas and oil company focused on the exploration, acquisition, development and production of reserves in onshore regions of the U.S., including Texas, Appalachia, the Mid-Continent region and Mississippi.

For more information, please visit our website at www.pennvirginia.com.

Certain statements contained herein that are not descriptions of historical facts are “forward-looking” statements 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.

Additional information concerning these and other factors can be found in our press releases and public periodic filings with the Securities and Exchange Commission. Many of the factors that will determine 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 a result of new information, future events or otherwise.

Contact:	James W. Dean
	Vice President, Corporate Development
	Ph: (610) 687-7531 Fax: (610) 687-3688
	E-Mail: invest@pennvirginia.com