Penn Virginia Corporation (“Penn Virginia” or the “Company”)
(NASDAQ: PVAC) today announced an increase to the Company’s
borrowing base under its revolving credit facility pursuant to its
regularly scheduled fall redetermination.
Upon closing of the merger with Lonestar
Resources US Inc. (“Lonestar”) and subject to the terms of the
amendment, Penn Virginia’s borrowing base under its revolving
credit facility will increase to $600 million with aggregate
elected commitments of $400 million. The Lonestar merger is
expected to close in the second half of 2021.
Darrin Henke, President and Chief Executive
Officer of Penn Virginia commented, “Penn Virginia greatly
appreciates the ongoing support from our lending group, and we are
pleased that the banks have supported a borrowing base of $600
million for Penn Virginia. We continue to be excited about our
recently announced acquisition of Lonestar. This highly accretive
Eagle Ford acquisition is expected to result in substantial
increases in Free Cash Flow, drilling inventory and production, and
significant synergies, both G&A-related and operational, for
the combined company. We believe the confidence shown by our
lending group is a testament to the combined company’s high-quality
asset base and financial strength.”
About Penn Virginia
Corporation
Penn Virginia Corporation is a pure-play
independent oil and gas company engaged in the development and
production of oil, NGLs, and natural gas, with operations in the
Eagle Ford shale in south Texas. For more information, please visit
our website at www.pennvirginia.com. The information on the
Company’s website is not part of this release.
Forward-Looking
Statements
This communication contains certain
"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. Statements that are
not historical facts are forward-looking statements, and such
statements include, words such as "anticipate," "guidance,"
"assumptions," "projects," "forward," "estimates,” "outlook,”
"expects,” "continues,” "intends,” "plans,” "believes,” "future,”
"potential,” "may,” "foresee,” "possible,” "should,” "would,”
"could," “focus” and variations of such words or similar
expressions, including the negative thereof, to identify
forward-looking statements. Because such statements include
assumptions, 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: risks
related to the proposed acquisition of Lonestar, including the risk
that acquisition will not be completed on the timeline or terms
currently contemplated, that the benefits of the acquisition may
not be fully realized or may take longer to realize than expected,
and that management attention will be diverted to
transaction-related issues; the impact of the COVID-19 pandemic,
including reduced demand for oil and natural gas, economic
slowdown, governmental actions, stay-at-home orders, interruptions
to our operations or our customer’s operations; risks related to
and the impact of actual or anticipated other world health events;
our ability to satisfy our short-term and long-term liquidity
needs, including our ability to generate sufficient cash flows from
operations or to obtain adequate financing; our ability to maintain
our relationships with our suppliers, service providers, customers,
employees, and other third parties; our ability to develop, explore
for, acquire and replace oil and gas reserves and sustain
production; our ability to generate profits or achieve targeted
reserves in our development and exploratory drilling and well
operations; the projected demand for and supply of oil, NGLs and
natural gas; our ability to contract for drilling rigs, frac crews,
materials, supplies and services at reasonable costs; our ability
to renew or replace expiring contracts on acceptable terms; our
ability to obtain adequate pipeline transportation capacity or
other transportation for our oil and gas production at reasonable
cost and to sell our production at, or at reasonable discounts to,
market prices; and other risks set forth in our filings with the
SEC, including our most recent Annual Report on Form 10-K and
subsequent Quarterly Reports on Form 10-Q. Additional Information
concerning these and other factors can be found in our press
releases and public filings with the SEC. Many of the factors that
will determine our future results are beyond the ability of
management to control or predict. In addition, readers should not
place undue reliance on forward-looking statements, which reflect
management's views only as of the date hereof. The statements in
this communication speak only as of the date of the communication.
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,
except as may be required by applicable law.
Additional Information and Where To Find
It
In connection with the proposed merger (the
“Proposed Transaction”) between Penn Virginia Corporation (“Penn
Virginia” or “PVAC”) and Lonestar Resources US Inc. (“Lonestar” or
“LONE”), Penn Virginia intends to file with the Securities and
Exchange Commission (the “SEC”) a registration statement on Form
S-4 (the “Registration Statement”) to register the shares of Penn
Virginia’s common stock to be issued in connection with the
Proposed Transaction. The Registration Statement will include a
document that serves as a prospectus and proxy statement of Penn
Virginia and a consent solicitation statement of Lonestar (the
“proxy statement/consent solicitation statement/prospectus”), and
each party will file other documents regarding the Proposed
Transaction with the SEC. INVESTORS AND SECURITY HOLDERS OF PENN
VIRGINIA AND LONESTAR ARE URGED TO CAREFULLY AND THOROUGHLY READ,
WHEN THEY BECOME AVAILABLE, THE REGISTRATION STATEMENT, THE PROXY
STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS, AS EACH MAY BE
AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT
DOCUMENTS FILED BY PENN VIRGINIA AND LONESTAR WITH THE SEC BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PENN VIRGINIA AND
LONESTAR, THE PROPOSED TRANSACTION, THE RISKS RELATED THERETO AND
RELATED MATTERS.
After the Registration Statement has been
declared effective, a definitive proxy statement/consent
solicitation statement/prospectus will be mailed to shareholders of
each of Penn Virginia and Lonestar. Investors will be able to
obtain free copies of the Registration Statement and the proxy
statement/consent solicitation statement/prospectus, as each may be
amended from time to time, and other relevant documents filed by
Penn Virginia and Lonestar with the SEC (when they become
available) through the website maintained by the SEC at
www.sec.gov. Copies of documents filed with the SEC by Penn
Virginia, including the proxy statement/consent solicitation
statement/prospectus (when available), will be available free of
charge from Penn Virginia’s website at www.pennvirginia.com under
the “Investors” tab. Copies of documents filed with the SEC by
Lonestar will be available free of charge from Lonestar’s website
at www.lonestarresources.com under the “Investor Relations”
tab.
Participants in the
Solicitation
Penn Virginia, Lonestar and certain of their
respective directors, executive officers and other members of
management and employees may be deemed to be participants in the
solicitation of proxies from Penn Virginia’s shareholders and the
solicitation of written consents from Lonestar’s shareholders, in
each case with respect to the Proposed Transaction. Information
about Penn Virginia’s directors and executive officers is available
in Penn Virginia’s Annual Report on Form 10-K for the 2020 fiscal
year filed with the SEC on March 9, 2021, and its definitive proxy
statement for the 2021 annual meeting of shareholders filed with
the SEC on April 7, 2021. Information about Lonestar’s directors
and executive officers is available in Lonestar’s Annual Report on
Form 10-K for the 2020 fiscal year, as amended, filed with the SEC
on April 30, 2021. Other information regarding the participants in
the solicitations and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the Registration Statement, the proxy statement/consent
solicitation statement/prospectus and other relevant materials to
be filed with the SEC regarding the Proposed Transaction when they
become available. Stockholders, potential investors and other
readers should read the proxy statement/consent solicitation
statement/prospectus carefully when it becomes available before
making any voting or investment decisions.
No Offer or Solicitation
This communication is not intended to and shall
not constitute an offer to sell or the solicitation of an offer to
sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.
Contact
Clay
Jeansonne Investor
RelationsPh: (713) 722-6540E-Mail: invest@pennvirginia.com
Penn Virginia (NASDAQ:PVAC)
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