UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE
OF REPORT (DATE OF EARLIEST EVENT REPORTED)
September
14, 2009 (September 10, 2009)
(Date of
earliest event reported)
PENN
VIRGINIA GP HOLDINGS, L.P.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
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1-33171
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20-5116532
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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Three
Radnor Corporate Center, Suite 300
100
Matsonford Road, Radnor, Pennsylvania
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19087
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (610) 687-8900
Not
Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (See General Instruction A.2. below):
o
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Written
communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01
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Entry
Into a Material Definitive
Agreement.
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On
September 10, 2009, Penn Virginia GP Holdings, L.P. (the “Partnership”) entered
into an underwriting agreement (the “Underwriting Agreement”) with PVG GP, LLC
(the “General Partner”), Penn Virginia Resource GP Corp. (the “Selling
Unitholder”) and Barclays Capital Inc., UBS Securities LLC, J.P. Morgan
Securities Inc. and Wells Fargo Securities, LLC, as representatives of the
several underwriters named therein (the “Underwriters”), covering the sale by
the Selling Unitholder (the “Offering”) of an aggregate of 8,695,655 common
units representing limited partner interests in the Partnership (the “Common
Units”). Pursuant to the Underwriting Agreement, the Selling
Unitholder granted the Underwriters an option to purchase up to an additional
1,304,345 Common Units solely to cover over-allotments, if any. On
September 11, 2009, the Underwriters exercised such option in
full. Closing of the sale of the Common Units is
scheduled for September 16, 2009. The Selling Unitholder will receive
all of the net proceeds from the sale of the Common Units.
The
Common Units to be sold in the Offering have been registered under the
Securities Act of 1933, as amended (the “Securities Act”), pursuant to the
Partnership’s shelf registration statement on Form S-3 (File No. 333-161257), as
supplemented by the Prospectus Supplement dated September 10, 2009 relating to
the Common Units, filed with the Securities and Exchange Commission pursuant to
Rule 424(b) on September 11, 2009.
The
Underwriting Agreement provides that the obligations of the Underwriters to
purchase the Common Units from the Selling Unitholder are subject to the
approval of legal matters by counsel and to other conditions. The
Partnership, the General Partner and the Selling Unitholder have agreed to
indemnify the Underwriters against certain liabilities, including liabilities
under the Securities Act, or to contribute to payments that the Underwriters may
be required to make for these liabilities.
A copy of
the Underwriting Agreement is attached hereto as Exhibit 1.1 to this Current
Report on Form 8-K, is incorporated herein by reference and is hereby filed. The
description of the Underwriting Agreement in this report is a summary and is
qualified in its entirety by the terms of the Underwriting
Agreement.
Item
7.01
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Regulation
FD Disclosure.
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On
September 10, 2009, the
Partnership issued press releases announcing the Offering and the pricing of the
Offering. Copies of the press releases are furnished as Exhibits 99.1
and 99.2 hereto.
In
accordance with General Instruction B.2 of Form 8-K, the information contained
in this Item 7.01 and the press release are being furnished under
Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of that section, nor
shall such information and exhibit be incorporated by reference into any filing
under the Securities Act or the Exchange Act except as shall be expressly set
forth by specific reference in such a filing.
Item
9.01
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Financial
Statements and Exhibits.
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Item
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1.1
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Underwriting
Agreement, dated September 10, 2009, among Penn Virginia GP Holdings,
L.P., Penn Virginia Resource GP Corp., PVG GP, LLC and Barclays Capital
Inc., UBS Securities LLC, J.P. Morgan Securities Inc. and Wells Fargo
Securities, LLC, as representatives of the several underwriters listed
therein relating to the Offering
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99.1
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Penn
Virginia GP Holdings, L.P. press release dated September 10, 2009
announcing the Offering
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99.2
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Penn
Virginia GP Holdings, L.P. press release dated September 10, 2009
announcing the pricing of the
Offering
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of l934, the registrant has
duly caused this Report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date:
September 14, 2009
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Penn
Virginia GP Holdings, L.P.
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By: |
PVG
GP, LLC,
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its
General Partner
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By:
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/s/ Nancy M.
Snyder
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Name:
Nancy
M. Snyder
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Title:
Vice
President, Chief Administrative Officer
and General Counsel
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EXHIBIT
INDEX
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Item
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1.1
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Underwriting
Agreement, dated September 10, 2009, among Penn Virginia GP Holdings,
L.P., Penn Virginia Resource GP Corp., PVG GP, LLC and Barclays Capital
Inc., UBS Securities LLC, J.P. Morgan Securities Inc. and Wells Fargo
Securities, LLC, as representatives of the several underwriters listed
therein relating to the Offering
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99.1
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Penn
Virginia GP Holdings, L.P. press release dated September 10, 2009
announcing the Offering
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99.2
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Penn
Virginia GP Holdings, L.P. press release dated September 10, 2009
announcing the pricing of the
Offering
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