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: December 18, 2013 (December 13, 2013)

(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 December 13, 2013, 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 Ted Collins, Jr. (“Collins”), Plein Sud Holdings, LLC (“Plein Sud”) and HPIP Lavaca, LLC, a newly formed affiliate of ArcLight Capital Partners, LLC (“HPIP”), providing for HPIP’s purchase from PVOG, Collins and Plein Sud (collectively, the “Sellers”) of the Sellers’ Eagle Ford Shale natural gas midstream assets for $100 million in cash (the “Transaction”). PVOG’s share of the $100 million purchase price is approximately $95 million.

The assets to be sold in the Transaction include a natural gas gathering and gas lift system including approximately 119 miles of pipelines and associated facilities located in Gonzales and Lavaca Counties, Texas.

The PSA contains customary representations and warranties and covenants, including provisions for indemnification, subject to the limitations described in the PSA.

The closing of the Transaction, which is expected to occur in the first quarter of 2014, is subject to customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 13, 2013, the Board of Directors (the “Board”) of the Company promoted John A. Brooks, previously Executive Vice President, Operations of the Company, to the position of Executive Vice President and Chief Operations Officer of the Company, effective January 1, 2014. In connection with his promotion, the Company increased Mr. Brooks’ annual base salary to $385,000, also effective as of January 1, 2014.

Mr. Brooks, age 52, has served as Executive Vice President, Operations of the Company since February 2013. He also served as Senior Vice President from February 2012 to February 2013, as Vice President of the Company from May 2008 to February 2012, as Vice President and Regional Manager of Penn Virginia Oil & Gas Corporation from October 2007 to February 2012, as Operations Manager of Penn Virginia Oil & Gas Corporation from January 2005 to October 2007 and as Drilling Manager of Penn Virginia Oil & Gas Corporation from February 2002 to January 2005.

On December 13, 2013, the Board elected Joan C. Sonnen, previously Vice President and Controller of the Company, to the position of Vice President, Chief Accounting Officer and Controller of the Company. There was no change in Ms. Sonnen’s compensation in connection with her election.

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Ms. Sonnen, age 60, has served as Vice President and Controller of the Company since May 2010. Prior to joining the Company, Ms. Sonnen served as Chief Accounting Officer of Aspect Holdings, LLC, an oil and gas exploration and production company, from September 2006 to May 2010. Prior to joining Aspect Holdings, LLC, Ms. Sonnen served in various positions with Forest Oil Corporation, an oil and gas exploration and production company, from July 1989 to March 2005, including as Controller from 1993, Vice President from 1998 and Chief Accounting Officer from 2000.

Item 7.01. Regulation FD Disclosure.

On December 16, 2013, the Company issued a press release announcing the Transaction. The press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

On December 17, 2013, the Company issued a press release announcing the promotion of Mr. Brooks. The press release is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information presented herein under Item 7.01 and set forth in the attached Exhibits 99.1 and 99.2 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and is not to be incorporated by reference into any filing of PVA 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.

99.1	Press Release of Penn Virginia Corporation dated December 16, 2013.
99.2	Press Release of Penn Virginia Corporation dated December 17, 2013.

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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: December 18, 2013

Penn Virginia Corporation
By:	/s/ Nancy M. Snyder
Name:	Nancy M. Snyder
Title:	Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary

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Exhibit Index

Exhibit No.	Description
99.1	Press Release of Penn Virginia Corporation dated December 16, 2013.
99.2	Press Release of Penn Virginia Corporation dated December 17, 2013.

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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 ANNOUNCES SALE OF

EAGLE FORD SHALE NATURAL GAS MIDSTREAM ASSETS FOR $100 MILLION

RADNOR, PA (Globe Newswire) December 16, 2013 – Penn Virginia Corporation (NYSE: PVA) today announced that it has entered into a definitive agreement to sell substantially all of its Eagle Ford Shale natural gas midstream assets to a newly-formed affiliate of ArcLight Capital Partners, LLC for gross cash proceeds of $100 million. This sale is expected to close during the first quarter of 2014 and is subject to customary closing conditions. Net of our partners’ interest in the gross proceeds from this sale, we intend to use the remaining proceeds of approximately $95 million to help fund our 2014 capital expenditure plan.

The assets to be sold include a natural gas gathering and gas lift system including approximately 119 miles of pipelines and associated facilities located in Gonzales and Lavaca Counties, Texas.

Acquest Advisors LLC, served as PVA’s financial advisor in connection with the transaction.

H. Baird Whitehead, President and Chief Executive Officer, stated, “The divestiture of our natural gas midstream assets is the first step in a series of potential divestitures which will reduce our indebtedness, improve our liquidity and fund further investment in our oily Eagle Ford Shale play.”

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Penn Virginia Corporation (NYSE: PVA) is an independent oil and gas company engaged primarily in the exploration, development and production of oil, NGLs and natural gas in various domestic onshore regions of the United States, with a primary focus in Texas, and to a lesser extent, the Mid-Continent, Mississippi and the Marcellus Shale in Appalachia. 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. These risks, uncertainties and contingencies include, but are not limited to, the following: the volatility of commodity prices for oil, natural gas liquids, or NGLs, and natural gas; our ability to develop, explore for, acquire and replace oil and natural gas reserves and sustain production; our ability to generate profits or achieve targeted reserves in our development and exploratory drilling and well operations; any impairments, write-downs or write-offs of our reserves or assets; the projected demand for and supply of oil, NGLs and natural gas; reductions in the borrowing base under our revolving credit facility; our ability to contract for drilling rigs, supplies and services at reasonable costs; our ability to obtain adequate pipeline transportation capacity for our oil and gas production at reasonable cost and to sell the production at, or at reasonable discounts to, market prices; the uncertainties inherent in projecting future rates of production for our wells and the extent to which actual production differs from estimated proved oil and natural gas reserves; drilling and operating risks; our ability to compete effectively against other independent and major oil and natural gas companies; our ability to successfully monetize select assets and repay our debt; leasehold terms expiring before production can be established; environmental liabilities that are not covered by an effective indemnity or insurance; the timing of receipt of necessary regulatory permits; the effect of commodity and financial derivative arrangements; our ability to maintain adequate financial liquidity and to access adequate levels of capital on reasonable terms; the occurrence of unusual weather or operating conditions, including force majeure events; our ability to retain or attract senior management and key technical employees; counterparty risk related to their ability to meet their future obligations; changes in governmental regulations or enforcement practices, especially with respect to environmental, health and safety matters; uncertainties relating to general domestic and international economic and political conditions; and other risks set forth in our filings with the Securities and Exchange Commission (SEC).

Additional information concerning these and other factors can be found in our press releases and public periodic filings with the SEC. 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

PROMOTION OF JOHN A. BROOKS TO CHIEF OPERATING OFFICER

RADNOR, PA (Globe Newswire) December 17, 2013 – Penn Virginia Corporation (NYSE: PVA) today announced that its Board of Directors is promoting John A. Brooks, Executive Vice President, Operations, to the position of Executive Vice President and Chief Operating Officer, effective January 1, 2014.

Located in our Houston office, Mr. Brooks has served in several operational management roles since 2002, including as Executive Vice President, Operations, since February 2013 and Senior Vice President from February 2012 to February 2013. He holds a B.S. degree in petroleum engineering from the University of Texas.

H. Baird Whitehead, President and Chief Executive Officer, said, “John’s excellent leadership has been critical to the development and expansion of our Eagle Ford Shale position. Congratulations to John and the employees of Penn Virginia on a job well done.”

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Penn Virginia Corporation (NYSE: PVA) is an independent oil and gas company engaged primarily in the exploration, development and production of oil, NGLs and natural gas in various domestic onshore regions of the United States, with a primary focus in Texas, and to a lesser extent, the Mid-Continent, Mississippi and the Marcellus Shale in Appalachia. For more information, please visit our website at www.pennvirginia.com.

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