RADNOR, Pa., March 7, 2014 /PRNewswire/ -- PVR
Partners, L.P. (NYSE: PVR) today announced that an additional
independent proxy advisory firm, Glass Lewis & Co. ("Glass
Lewis") recommended that PVR unitholders vote "FOR" the proposal to
approve the merger agreement with Regency Energy Partners LP
("RGP") at the partnership's special meeting of unitholders to be
held on March 20, 2014. As
announced earlier this week, independent proxy advisory firm
Institutional Shareholder Services ("ISS") has also recommended
that PVR unitholders vote "FOR" the merger proposal.
In their recommendation, Glass Lewis opined that,
"Strategically, the proposed transaction will allow existing PVR
unitholders to participate in a larger and more diversified entity
with exposure to many key North American unconventional energy
plays. The combined company will have greater scale to pursue
growth opportunities and the merger is expected to yield moderate
synergies." The Glass Lewis analysis concluded that, "we
believe that the proposed transaction is in the best interests of
unitholders."
William H. Shea, Jr., the
partnership's President and Chief Executive Officer, said, "We are
pleased that Glass Lewis has also endorsed our merger proposal.
We strongly encourage PVR unitholders to vote promptly and to
follow the unanimous recommendations of the board of directors of
PVR's general partner, Glass Lewis and ISS in casting their ballots
in favor of approving the merger."
PVR's Special Meeting of the Unitholders will be convened as
scheduled at 10 a.m. Eastern Time on
Thursday, March 20, 2014, at The
Villanova University Conference Center,
601 County Line Road, Radnor,
Pennsylvania 19087. PVR unitholders of record at the
close of business on February 18,
2014, are entitled to receive notice and to vote at the
special meeting. The board of directors of PVR's general
partner recommends unitholders vote "FOR" the proposal to adopt the
merger agreement today – by telephone, by Internet, or by signing,
dating and returning PVR's white proxy card. PVR unitholders
should note that their vote on the merger proposal is very
important and a failure to vote will have the same effect as voting
against the merger.
PVR unitholders are encouraged to read the partnership's
definitive proxy materials in their entirety as they provide, among
other things, a detailed discussion of the process that led to the
proposed merger and the reasons behind the board's recommendation
that unitholders vote "FOR" the approval of the merger.
PVR unitholders who have questions about the merger proposal or
who need help voting their units should contact our proxy
solicitation agent, Morrow & Co., LLC, at 800-460-1014 (banks
and brokers call: 203-658-9400).
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT/ PROSPECTUS AND THE REGISTRATION STATEMENT REGARDING THE
TRANSACTION CAREFULLY. These documents, and any
other documents filed by PVR Partners, L.P. ("PVR") or Regency
Energy Partners LP ("Regency") with the SEC, may be obtained free
of charge at the SEC's website, at
www.sec.gov. In addition, security holders
will be able to obtain free copies of the proxy
statement/prospectus from PVR by contacting Investor Relations by
mail at Attention: Investor Relations, Three Radnor Corporate
Center, Suite 301, 100 Matsonford Road, Radnor, Pennsylvania 19087.
PARTICIPANTS IN THE SOLICITATION
PVR and Regency, and their respective directors and executive
officers, may be deemed to be participants in the solicitation of
proxies in respect of the transactions contemplated by the
Agreement and Plan of Merger. Information regarding the directors
and executive officers of Regency GP LLC, the general partner of
Regency's general partner, is contained in Regency's Form 10-K for
the year ended December 31, 2013, which has been filed with
the SEC. Information regarding PVR's directors and executive
officers is contained in PVR's Form 10-K for the year ended
December 31, 2012 and its proxy statement filed on
April 25, 2013, which are filed with the SEC. A complete
description is also available in the definitive merger proxy
statement/prospectus dated February 20,
2014.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
Statements in this communication regarding the proposed
transaction between PVR and Regency, the expected timetable for
completing the proposed transaction, future financial and operating
results, benefits and synergies of the proposed transaction, future
opportunities for the combined company and any other statements
about PVR's or Regency's management's future expectations, beliefs,
goals, plans or prospects constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. Any statements that are not statements of historical
fact (including statements containing the words "believes,"
"plans," "anticipates," "expects," "estimates" and similar
expressions) should also be considered to be forward-looking
statements.
PVR cannot give any assurance that expectations and
projections about future events will prove to be correct.
Forward-looking statements are subject to a variety of risks,
uncertainties and assumptions. These risks and uncertainties
include the risks that the proposed transaction may not be
consummated or the benefits contemplated therefrom may not be
realized. Additional risks include: the ability to obtain
requisite regulatory and unitholder approval and the satisfaction
of the other conditions to the consummation of the proposed
transaction, the ability of Regency to successfully integrate PVR's
operations and employees and realize anticipated synergies and cost
savings, the potential impact of the announcement or consummation
of the proposed transaction on relationships, including with
employees, suppliers, customers, competitors and credit rating
agencies, the ability to achieve revenue, DCF and EBITDA growth,
volatility in the price of oil, natural gas, and natural gas
liquids, declines in the credit markets and the availability of
credit for the combined company as well as for producers connected
to the combined company's system and its customers, the level of
creditworthiness of, and performance by counterparties and
customers, the ability to access capital to fund organic growth
projects and acquisitions, including significant acquisitions, and
the ability to obtain debt and equity financing on satisfactory
terms, the use of derivative financial instruments to hedge
commodity and interest rate risks, the amount of collateral
required to be posted from time-to-time, changes in commodity
prices, interest rates, and demand for the combined company's
services, changes in laws and regulations impacting the midstream
sector of the natural gas industry, weather and other natural
phenomena, acts of terrorism and war, industry changes including
the impact of consolidations and changes in competition, the
ability to obtain required approvals for construction or
modernization of facilities and the timing of production from such
facilities, and the effect of accounting pronouncements issued
periodically by accounting standard setting boards.
Therefore, actual results and outcomes may differ materially
from those expressed in such forward-looking statements.
These and other risks and uncertainties are discussed in more
detail in filings made by PVR with the Securities and Exchange
Commission, which are available to the public. PVR undertakes
no obligation to update publicly or to revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
PVR Partners, L.P. (NYSE: PVR) is a publicly traded limited
partnership which owns and operates a network of natural gas
midstream pipelines and processing plants, and owns and manages
coal and natural resource properties. Our midstream assets,
located principally in Texas,
Oklahoma and Pennsylvania, provide gathering,
transportation, compression, processing, dehydration and related
services to natural gas producers. Our coal and natural
resource properties, located in the Appalachian, Illinois and San
Juan basins, are leased to experienced operators in exchange
for royalty payments. More information about PVR is available
on our website at www.pvrpartners.com.
Contact:
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Stephen R.
Milbourne
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Director - Investor
Relations
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Phone:
610-975-8204
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E-Mail:
invest@pvrpartners.com
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SOURCE PVR Partners, L.P.