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Penn Virginia Corporation Announces Cash Tender Offer For Any And All Of Its Outstanding 10.375 Percent Senior Notes Due 2016

Stocks in this article: PVA

RADNOR, Pa., April 11, 2013 (GLOBE NEWSWIRE) -- Penn Virginia Corporation (NYSE:PVA) announced today that it has commenced a cash tender offer (Offer) to purchase any and all of its $300,000,000 in outstanding aggregate principal amount of 10.375 percent senior notes due 2016 (2016 Senior Notes). In connection with the Offer, PVA is soliciting consents (Consent Solicitation) to proposed amendments that would shorten to three business days the minimum notice period for optional redemptions and eliminate substantially all restrictive covenants and certain default provisions contained in the indenture governing the 2016 Senior Notes (Indenture).

The Offer is scheduled to expire at 11:59 p.m., New York City time, on May 8, 2013, unless extended or earlier terminated (Expiration Time). Holders who validly tender their 2016 Senior Notes and provide their consents to the amendments to the Indenture before 5:00 p.m., New York City time, on April 24, 2013, unless extended (the Consent Expiration), will be eligible to receive the Total Consideration (as defined below). The Offer contemplates an early settlement option, so that holders whose 2016 Senior Notes are validly tendered prior to the Consent Expiration and accepted for purchase could receive payment on an initial settlement date, which is expected to be as early as May 2, 2013. Tenders of 2016 Senior Notes may be validly withdrawn and consents may be validly revoked until the Withdrawal Time (defined below). Holders who validly tender their 2016 Senior Notes after the Consent Expiration and prior to the Expiration Time will be eligible to receive payment on the final settlement date, which is expected to be May 9, 2013.

The Total Consideration for each $1,000 principal amount of 2016 Senior Notes validly tendered and not validly withdrawn prior to the Withdrawal Time is $1,060.00, which includes a consent payment of $30.00 per $1,000 principal amount of 2016 Senior Notes. Holders tendering after the Consent Expiration will be eligible to receive only the Tender Offer Consideration, which is $1,030.00 for each $1,000 principal amount of 2016 Senior Notes, and does not include a consent payment. Holders whose 2016 Senior Notes are purchased in the Offer will also receive accrued and unpaid interest from the most recent interest payment date for the 2016 Senior Notes up to, but not including, the applicable payment date.

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