PVR PARTNERS, L P 8-K 2008
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: July 17, 2008
(Date of Earliest Event Reported)
PENN VIRGINIA RESOURCE PARTNERS, L.P.
(Exact Name of Registrant as Specified in its Charter)
Registrants telephone number, including area code: (610) 687-8900
(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):
Lone Star Acquisition
On July 17, 2008, Penn Virginia Resource Partners, L.P. (PVR) completed the previously announced purchase (the Transaction) of substantially all of the assets of Lone Star Gathering, L.P. (Lone Star). Lone Stars assets are located in the southern portion of the Fort Worth Basin of north Texas in Bosque, Erath, Hamilton, Hill, Johnson and Somervell Counties and include approximately 129 miles of gas gathering pipelines and approximately 240,000 acres dedicated by active producers.
The purchase price for the Lone Star assets consisted of the following:
The PVG Common Units and the PVR Common Units were transferred to Lone Star in sales of securities that were not registered under the Securities Act of 1933, as amended (the Securities Act), in accordance with the exemptions provided by Section 4(2) under the Securities Act.
A copy of the Purchase and Sale Agreement, as amended, relating to the Transaction is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference herein.
PVG Units Acquisition
On July 17, 2008 and prior to and in connection with the closing of the Transaction, PVR completed the previously announced purchase of an aggregate of 2,009,995 PVG Common Units referred to above from affiliates of Penn Virginia Corporation (PVA) in sales of securities that were not registered under the Securities Act in accordance with the exemption provided under Section 4(2) under the Securities Act. PVR purchased 564,694 PVG Common Units from Penn Virginia Resource LP Corp., a wholly-owned subsidiary of PVA, and 1,445,301 PVG Common Units from Kanawha Rail Corp., a wholly-owned subsidiary of PVA. The aggregate purchase price for the PVG Common Units purchased by PVR was $61,750,020. A copy of the Units Purchase Agreement relating to the purchase of the PVG Common Units is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
PVA currently indirectly owns the non-economic general partner interest in PVG and an approximately 77% limited partner interest in PVG. PVG currently owns the 2% general partner interest in PVR and an approximately 37% limited partner interest in PVR.
On July 17, 2008 (the Prepayment Date), Penn Virginia Operating Co., LLC, a wholly-owned subsidiary of PVR (PVOC), completed its previously announced prepayment of its 6.02% senior unsecured notes due 2013 (the Notes). In connection with the prepayment of the Notes, on the Prepayment Date, PVOC paid the holders of the Notes an aggregate of $63,260,720, which amount consisted of the $58,400,000 aggregate principal amount outstanding on the Notes on the Prepayment Date, $1,074,236 in accrued and unpaid interest on the Notes through the Prepayment Date and $3,786,484 in make-whole amounts due in connection with the prepayment of the Notes. As a result of the prepayment of the Notes, PVOCs obligations under the Notes Purchase Agreements governing the Notes terminated.
On July 17, 2008, PVR issued a press release announcing closing of the Transaction described in Item 2.01 of this Form 8-K. The press release is attached hereto as Exhibit 99.1 and is hereby incorporated into this Item 7.01. In accordance with General Instruction B.2 of Form 8-K, the press release shall not be deemed filed for the purposes of Section 18 of the Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information and Exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act of 1934, each as amended, except as shall be expressly set forth by specific reference in such a filing.
PVR will file, by an amendment to this Current Report on Form 8-K, the financial statements of Lone Star required by subparagraph (a) of this Item 9.01 as promptly as practicable, but not later than October 2, 2008.
PVR will file, by an amendment to this Current Report on Form 8-K, the pro forma financial information required by subparagraph (b) of this Item 9.01 as promptly as practicable, but not later than October 2, 2008.
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: July 22, 2008