Item 1.01 Entry Into a Material Definitive Agreement.
The information set forth in the Introductory Note is incorporated by reference into this Item 1.01.
Contribution and Exchange Agreement
On
The foregoing description of the Contribution and Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Contribution and Exchange Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Second Amended and Restated Limited Partnership Agreement
On
The foregoing description of the Second A&R Partnership Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Second A&R Partnership Agreement, a copy of which is filed as Exhibit 10.2 hereto and incorporated herein by reference.
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Amended and Restated Investor and Registration Rights Agreement
On
The foregoing description of the Investor Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the . . .
Item 1.02 Termination of a Material Definitive Agreement.
In connection with the consummation of the Notes Offering, on
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Under the Second Lien Credit Agreement, there was approximately
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note of this Current Report on
Form 8-K is incorporated by reference into this Item 2.01. Pursuant to the
Merger, each share of Lonestar common stock, par value
The foregoing description of the Merger Agreement and the transactions
contemplated thereby is not complete and is subject to and qualified in its
entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to
the Company's Form 8-K filed on
Item 3.02 Unregistered Sales of
The information set forth in the Introductory Note, Item 1.01 and Item 5.03 of this Current Report on Form 8-K, insofar as it pertains to the issuance of the Class B Common Stock and the terms by which such Class B Common Stock may be redeemed or exchanged for Penn Virginia Common Stock, is incorporated by reference into this Item 3.02. Such issuance did not involve public offerings and were exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) of the Securities Act.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note, Item 1.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
On
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The forgoing description of the Articles of Restatement is not complete and is qualified in its entirety by reference to the complete text of the Articles of Restatement, a copy of which is is filed as Exhibit 3.1 hereto and incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers. Departure of Directors
Effective as of the Closing Date,
Appointment of Directors
Effective as of the Closing Date, pursuant to the terms of the Merger Agreement
and as approved by the Board,
Accordingly, as of the Closing Date, the Board has nine members, consisting of
the eight individuals serving on the Board prior to consummation of the Merger,
and
In connection with the appointment of
Director Indemnification Agreement
In connection with the closing of the Merger and the transactions contemplated
thereby, the Company entered into a customary indemnification agreement (the
"Indemnification Agreement"), in the form previously approved by the Board, with
The foregoing description of the Indemnification Agreement does not purport to
be complete and is qualified in its entirety by reference to the complete text
of the form of Indemnification Agreement, a copy of which was filed as Exhibit
10.6 to the Company's Current Report on Form 8-K filed on
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth in the Introductory Note is incorporated into this Item 5.03 by reference.
Articles of Restatement
The information set forth in the Introductory Note, Item 1.01 and Item 3.03 of this Current Report on Form 8-K regarding the Articles of Restatement is incorporated by reference into this Item 5.03. The description of the Articles of Restatement does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles of Restatement, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
Fourth Amended and Restated Articles of Incorporation
On
The description of the Fourth A&R Articles of Incorporation does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth A&R Articles of Incorporation, a copy of which is filed as Exhibit 3.2 hereto and incorporated herein by reference.
Seventh Amended and Restated Bylaws
Effective as of
The foregoing description of the Seventh Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Company's Seventh A&R Bylaws, a copy of which is filed as Exhibit 3.3 hereto and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
The final voting results as to each proposal are set forth below. Each of the
proposals is described in greater detail in the proxy statement/consent
solicitation statement/prospectus dated
Proposal One - The Share Issuance Proposal.
The Share Issuance Proposal was approved. Voting results were as follows:
For Against Abstain 32,168,687 56,888 14,922
Proposal Two - The Articles of Incorporation Amendment Proposal.
The Articles of Incorporation Amendment Proposal was approved. Voting results were as follows:
For Against Abstain 32,111,277 112,690 16,530
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Proposal Three - The Adjournment Proposal.
The Adjournment Proposal was approved. Voting results were as follows:
For Against Abstain 31,318,233 906,194 16,070
Item 7.01 Regulation FD Disclosure
On
The information in this Item 7.01 and Exhibit 99.1 attached hereto are being furnished 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 it be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, by and betweenPenn Virginia Corporation and Lonestar Resources US Inc., datedJuly 10, 2021 (incorporated by reference to Exhibit 2.1 toPenn Virginia Corporation's Current Report on Form 8-K, filedJuly 13, 2021 ). 3.1* Articles of Restatement, dated as ofOctober 6, 2021 , to the Third Amended and Restated Articles of Incorporation ofPenn Virginia Corporation . 3.2** Fourth Amended and Restated Articles of Incorporation ofPenn Virginia Corporation . 3.3** Seventh Amended and Restated Bylaws ofPenn Virginia Corporation . 4.1** Supplemental Indenture - Escrow Merger, dated as ofOctober 5, 2021 , by and amongPenn Virginia Holdings, LLC , each of the parties identified therein asGuarantors andCitibank, N.A .
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Exhibit No. Description 4.2** Supplemental Indenture - Subsidiary Guarantee, dated as ofOctober 6, 2021 , by and amongPenn Virginia Holdings, LLC , each of the parties identified therein asSubsequent Guarantors andCitibank, N.A . 10.1** Contribution and Exchange Agreement, dated as ofOctober 6, 2021 , by and betweenPenn Virginia Corporation ,JSTX Holdings, LLC andRocky Creek Resources, LLC . 10.2** Second Amended and Restated Agreement of Limited Partnership, dated as ofOctober 6, 2021 , by and amongPV Energy Holdings GP LLC ,Penn Virginia Corporation ,JSTX Holdings, LLC andRocky Creek Resources, LLC . 10.3** Amended and Restated Investor and Registration Rights Agreement, dated as ofOctober 6, 2021 , by and amongPenn Virginia Corporation ,JSTX Holdings, LLC andRocky Creek Resources, LLC . 10.4** The Joinder Agreement, datedOctober 6, 2021 , executed by each of the parties identified therein as Lonestar Guarantors. 99.1** Press Release datedOctober 6, 2021 , announcing completion of the Merger. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* This filing excludes schedules and exhibits pursuant to Item 601(b)(2) of
Regulation S-K, which the registrant agrees to furnish supplementally to the
** Filed herewith.
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