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).