Penn Virginia Corporation Prices $140 Million in Concurrent Public Offerings of Common Stock and Depositary Shares Representing Convertible Preferred Equity

12.10.2012  |  Business Wire

Penn Virginia Corporation (NYSE: PVA) today announced the pricing of
concurrent public offerings of $40 million (8,000,000 shares) of its
common stock and $100 ?million of depositary shares (1,000,000 shares)
each representing a fractional ownership interest in a share of 6.00
percent convertible perpetual preferred stock (the 'Preferred Equity?).
Both offerings are expected to settle and close on October 17, 2012,
each subject to customary closing conditions.

In connection with the offerings, PVA has granted the underwriters a
30-day option to purchase up to 1,200,000 additional shares of common
stock and 150,000 additional depositary shares to cover overallotments.

The common stock offering was priced at $5.00 per share. PVA estimates
that the net proceeds from the common stock offering will be
approximately $38 million, after deducting underwriting commissions, but
before expenses (or approximately $43 million, if the underwriters
exercise their over-allotment option to purchase additional shares of
common stock in full).

The Preferred Equity depositary shares have a liquidation preference of
$100.00 per share. PVA will pay cumulative dividends, in cash, stock or
a combination thereof, on the depositary shares on a quarterly basis at
a rate of $6.00 per share, or 6.00 percent, per year and the Preferred
Equity depositary shares will be convertible at the option of the holder
at an initial conversion rate of 16.6667 shares of PVA common stock per
depositary share (equivalent to an initial conversion price of $6.00 per
share of common stock). The conversion price represents a premium of
20 ?percent relative to the common stock offering price of $5.00 per
share. Additionally, subject to certain conditions and after certain
time periods, PVA may, at its option, cause all or a portion of the
depositary shares to be automatically converted into shares of our
common stock.

The company estimates that the net proceeds from the Preferred Equity
offering will be approximately $96 ?million, after deducting underwriting
commissions and expenses (or approximately $111 million, if the
underwriters exercise their over-allotment option to purchase additional
Preferred Equity depositary shares).

PVA intends to use the net proceeds from the concurrent offerings to
repay the remaining outstanding borrowings under its revolving credit
facility and for general corporate purposes.

In connection with the common stock offering, Credit Suisse Securities
(USA) LLC, RBC Capital Markets and Wells Fargo Securities are acting as
joint book-running managers and Canaccord Genuity Inc., Scotiabank /
Howard Weil and Johnson Rice & Company L.L.C. are acting as co-managers.
In connection with the Preferred Equity offering, Credit Suisse
Securities (USA) LLC, RBC Capital Markets and Wells Fargo Securities and
are acting as joint book-running managers and Capital One Southcoast,
Inc. and Scotiabank / Howard Weil are acting as co-managers.

Each of the offerings is being made only by means of a prospectus and
related prospectus supplement, which will be filed with the Securities
and Exchange Commission (SEC). Once filed, copies of the prospectuses
and related prospectus supplements for the offerings may be obtained
from Credit Suisse Securities (USA) LLC, Prospectus Department, One
Madison Avenue, New York, NY 10010, or by calling 1-800-221-1037.

This announcement is neither an offer to sell nor a solicitation of
an offer to buy any of these securities and shall not constitute an
offer, solicitation or sale in any jurisdiction in which such offer,
solicitation or sale is unlawful.

Penn Virginia Corporation (NYSE: PVA) is an independent oil and gas
company engaged primarily in the development, exploration and production
of natural gas and oil in various domestic onshore regions including
Texas, Oklahoma, Mississippi and Pennsylvania.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 ('NGLs?) and natural gas;
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; 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 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 regulation 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 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.

This press release does not constitute an offer to sell or the
solicitation of an offer to buy the securities described herein, nor
shall there be any sale of these securities in any jurisdiction in which
such an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. The offerings may be made only by means of a prospectus
and prospectus supplement meeting the requirements of Section 10 of the
Securities Act of 1933, as amended. The offerings will be made pursuant
to an effective shelf registration statement, which was previously filed
by PVA with the SEC, and prospectus supplements and accompanying
prospectus, which will be filed by PVA with the SEC.