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PVR > SEC Filings for PVR > Form 8-K on 7-May-2013All Recent SEC Filings

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Form 8-K for PVR PARTNERS, L. P.


7-May-2013

Entry into a Material Definitive Agreement, Financial Statements and Exhibits


Item 1.01. Entry into a Material Definitive Agreement.

Purchase Agreement

On May 6, 2013, PVR Partners, L.P. (the "Partnership"), Penn Virginia Resource Finance Corporation II ("Finance Co" and, together with the Partnership, the "Issuers"), PVR GP, LLC (the "General Partner") and subsidiaries of the Issuers named therein (the "Guarantors") entered into a purchase agreement (the "Purchase Agreement") with J.P. Morgan Securities LLC, as representative of the several initial purchasers named therein (the "Initial Purchasers"), to sell an aggregate of $400,000,000 principal amount of the Issuers' 6.500% Senior Notes due 2021 (the "Notes") to the Initial Purchasers in a private placement (the "Offering"). The Notes will be unconditionally guaranteed by the Guarantors. The Offering is expected to close on May 9, 2013.

A copy of the Purchase Agreement is attached hereto as Exhibit 1.1, is incorporated herein by reference and is hereby filed. The description of the Purchase Agreement in this report is a summary and is qualified in its entirety by the terms of the Purchase Agreement.

Affiliates of each of the Initial Purchasers are also lenders under the Partnership's revolving credit facility (the "Revolver"). The net proceeds of the Offering will be used to repay a portion of the borrowings outstanding under the Revolver. In addition, Wells Fargo Bank, N.A., an affiliate of Wells Fargo Securities, LLC, which is one of the Initial Purchasers, will be the trustee under the indenture governing the Notes (the "Trustee").

The Initial Purchasers and their affiliates have provided in the past to the Issuers and their affiliates, and may provide from time to time in the future, certain commercial banking, financial advisory, investment banking and other services for the Issuers and their affiliates in the ordinary course of their business, for which they have received and may continue to receive customary fees and commissions. In addition, from time to time, the Initial Purchasers and their affiliates may effect transactions for their own account or the account of customers, and hold on behalf of themselves or their customers, long or short positions in the Issuers' debt or equity securities or loans.

The Notes and the related guarantees were offered and sold only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to persons outside the United States pursuant to Regulation S under the Securities Act.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

1.1 Purchase Agreement, dated May 6, 2013, by and among PVR Partners, L.P., Penn Virginia Resource Finance Corporation II, PVR GP, LLC, the subsidiaries of PVR Partners, L.P. and Penn Virginia Resource Finance Corporation II named therein and J.P. Morgan Securities LLC, as representative of the initial purchasers named therein, relating to the 6.500% Senior Notes due 2021


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