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: March 25, 2010
(Date of
Earliest Event Reported)
PENN
VIRGINIA GP HOLDINGS, L.P.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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1-33171
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20-5116532
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(State
or Other Jurisdiction of
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Incorporation)
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Three
Radnor Corporate Center, Suite 300
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100
Matsonford Road, Radnor, Pennsylvania 19087
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(Address
of Principal Executive Offices) (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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
7.01.
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Regulation
FD Disclosure.
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On March
25, 2010, Penn Virginia GP Holdings, L.P. (the “Partnership”) announced that
Penn Virginia Resource LP Corp., an indirect wholly owned subsidiary of Penn
Virginia Corporation, intends to offer, subject to market and other conditions,
10,000,000 common units representing limited partner interests in the
Partnership in an underwritten public offering (the “Offering”). The selling
unitholder also intends to grant the underwriters a 30-day option to purchase up
to 1,500,000 additional common units to cover over-allotments, if any. The
Partnership will not receive any of the proceeds from the offering. A copy of
the press release announcing the Offering is furnished as Exhibit 99.1 to this
Current Report on Form 8-K.
In
accordance with General Instruction B.2 of Form 8-K, the information contained
in this Item 7.01 and the press releases 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
exhibits 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.
Amendments
to the Partnership’s Agreement of Limited Partnership and the General Partner’s
Limited Liability Company Agreement
The board
of directors of PVG GP, LLC, a Delaware limited liability company and the
general partner of the Partnership (the “General
Partner”)
approved the amendments to the Partnership’s agreement of limited partnership
and the amendments to the General Partner’s limited liability company agreement
described below and authorized the appropriate officers of the General Partner
to execute the amendments immediately prior to the closing of the
Offering.
Amendment
No. 2 to Second Amended and Restated Limited Partnership Agreement
Immediately
prior to the closing of the Offering, the General Partner, will enter into
Amendment No. 2 (“Amendment No. 2”) to the Second Amended and Restated Agreement
of Limited Partnership of the Partnership (as so amended, the “Partnership
Agreement”), which will then become effective. Pursuant to the Partnership
Agreement, the limited partners of the Partnership (the “Limited Partners”)
other than the General Partner and those Limited Partners holding an interest in
the General Partner and their respective affiliates (the “Unaffiliated Limited
Partners”) will have the right to vote in the election of three independent
directors (the “PVG Directors”) to the Board of Directors of the General Partner
(the “Board of Directors”). Penn Virginia Resource GP Corp., a wholly owned
subsidiary of Penn Virginia Corporation and the sole member (the “Member”) of
the General Partner, will have the right to appoint the directors other than the
PVG Directors (the “Sponsor Directors”) to the Board of
Directors.
The
Partnership Agreement provides that an annual meeting of the Limited Partners
for the election of the PVG Directors to the Board of Directors will be held in
June of each year beginning in 2011 or at such other date and time as may be
fixed from time to time by the General Partner. Notice of the annual meeting
will be given not less than 10 days nor more than 60 days prior to the date of
such meeting.
The
Unaffiliated Limited Partners will vote together as a single class for the
election of PVG Directors to the Board of Directors. The Unaffiliated Limited
Partners entitled to vote will elect by a plurality of the votes cast at such
meeting persons to serve as PVG Directors on the Board of Directors who are
nominated in accordance with the provisions of the Partnership Agreement. The
exercise by an Unaffiliated Limited Partner of the right to elect the PVG
Directors and any other rights afforded to such Unaffiliated Limited Partner
under the Partnership Agreement will be in such Unaffiliated Limited Partner’s
capacity as a limited partner of the Partnership and is not intended to cause an
Unaffiliated Limited Partner to be deemed to be taking part in the management
and control of the business and affairs of the Partnership.
With
respect to the election of PVG Directors to the Board of Directors, the General
Partner and those Limited Partners holding an interest in the General Partner or
their respective affiliates will not be entitled to vote common units that are
otherwise entitled to vote at any meeting of the Limited Partners. If the
General Partner has provided at least thirty days advance notice of any meeting
at which PVG Directors are to be elected, then the Limited Partners holding
outstanding units (other than the General Partner and those Limited Partners
holding an interest in the General Partner or any of their respective
affiliates) that attend such meeting shall constitute a quorum, and if the
General Partner has provided less than thirty days advance notice of any such
meeting, then Limited Partners holding a majority of the outstanding units
(other than the General Partner and those Limited Partners holding an interest
in the General Partner or their respective affiliates) shall constitute a
quorum.
The
number of directors constituting the Board of Directors will be eight, unless
otherwise fixed (at a number greater than three) from time to time by a
resolution adopted by a majority of the directors. The number of PVG Directors
on the Board of Directors shall be three or such other number as shall be set
forth in the General Partner Agreement (as defined below). Immediately prior to
the effectiveness of Amendment No. 2 to the Partnership Agreement, John C. van
Roden, Jr., Robert J. Hall and Jonathan B. Weller were independent directors on
the Board of Directors and, upon the effectiveness of Amendment No. 2 to the
Partnership Agreement, John C. van Roden, Jr., Robert J. Hall and Jonathan B.
Weller are each appointed as a PVG Director. Until such time as a Triggering
Resolution (as defined below) has been adopted, each PVG Director shall be
elected to serve a term of one year to expire at the next annual
meeting.
Each PVG
Director will serve for a term ending as provided in the Partnership Agreement.
By resolution (a “Triggering Resolution”) of the Board of Directors (including a
majority of the PVG Directors), and without the consent of any other person, the
PVG Directors may be divided into three groups, Group I, Group II, and Group
III. The PVG Director designated in the Triggering Resolution to Group I shall
serve for an initial term that expires at the annual meeting of Limited Partners
held immediately following the Triggering Resolution, the PVG Director
designated in the Triggering Resolution to Group II shall serve for an initial
term that expires at the second annual meeting of Limited Partners held
following the Triggering Resolution, and the PVG Director designated in the
Triggering Resolution to Group III shall serve for an initial term that expires
at the third annual meeting of Limited Partners held following the Triggering
Resolution. At each succeeding annual meeting beginning with the first annual
meeting after a Triggering Resolution, successors to the group of directors
whose term expires at that annual meeting will be elected for a three-year
term.
Any
vacancy in a PVG Director on the Board of Directors (including, without
limitation, any vacancy caused by an increase in the number of PVG Directors on
the Board of Directors) may only be filled by a person nominated for election by
a majority of the remaining PVG Directors and elected by a majority of the
remaining PVG Directors. Any PVG Director elected to fill a vacancy not
resulting from an increase in the number of PVG Directors shall have the same
remaining term as that of his predecessor.
A PVG
Director may be removed only at a meeting of the Limited Partners upon the
affirmative vote of Limited Partners (other than the General Partner and those
Limited Partners holding an interest in the General Partner or any of their
respective affiliates) holding a majority of the outstanding units (other than
the General Partner and those Limited Partners holding an interest in the
General Partner or any of their respective affiliates); provided, however, a PVG
Director may only be removed if, at the same meeting, Limited Partners holding a
majority of the outstanding units nominate a replacement PVG Director (and any
such nomination shall not be subject to the nomination procedures otherwise set
forth in the Partnership Agreement), and Limited Partners (other than the
General Partner and those Limited Partners holding an interest in the General
Partner or any of their respective Affiliates) holding a majority of the
outstanding units (other than the General Partner and those Limited Partners
holding an interest in the General Partner or any of their respective
Affiliates) also vote to elect a replacement PVG Director, and, provided,
further, following a Triggering Resolution, a PVG Director may only be removed
for cause.
Nominations
of persons for election of PVG Directors to the Board of Directors may be made
at an annual meeting of the Limited Partners only pursuant to the General
Partner’s notice of meeting (or any supplement thereto) (a) by or at the
direction of a majority of the PVG Directors (or, if there are no PVG Directors
at that time, by or at the direction of a majority of the Sponsor Directors) or
(b) by a Limited Partner, or a group of Limited Partners, that holds or
beneficially owns, and has continuously held or beneficially owned without
interruption for the prior 18 months, 5% of the outstanding units (in either
case, a “Limited Partner Group”) if each member of the Limited Partner Group was
a record holder at the time the notice provided for in the Partnership Agreement
is delivered to the General Partner, and if the Limited Partner Group complies
with the notice procedures set forth in the Partnership
Agreement.
For any
nominations brought before an annual meeting by a Limited Partner Group, the
Limited Partner Group must give timely notice thereof in writing to the General
Partner. The notice must contain certain information as described in the
Partnership Agreement. To be timely, a Limited Partner Group’s notice must be
delivered to the General Partner not later than the close of business on the
90th day, nor earlier than the close of business on the 120th day, prior to the
first anniversary of the preceding year’s annual meeting (provided, however,
that in the event that the date of the annual meeting is more than 30 days
before or more than 70 days after such anniversary date, notice by the Limited
Partner must be so delivered not earlier than the close of business on the 120th
day prior to such annual meeting and not later than the close of business on the
later of the 90th day prior to such annual meeting or the 10th day following the
day on which public announcement of the date of such meeting is first made by
the Partnership or the General Partner). For purposes of the 2011 annual
meeting, the first anniversary of the preceding year’s annual meeting will be
deemed to be June 30, 2011. The public announcement of an adjournment or
postponement of an annual meeting will not commence a new time period (or extend
any time period) for the giving of a Limited Partner Group’s notice as described
above.
In the
event that the number of PVG Directors to be elected to the Board of Directors
is increased effective after the time period for which nominations are due under
the Partnership Agreement and there is no public announcement by the Partnership
or the General Partner naming the nominees for the additional directorships at
least 100 days prior to the first anniversary of the preceding year’s annual
meeting, a Limited Partner Group’s notice will also be considered timely, but
only with respect to nominees for the additional directorships, if it is
delivered to the General Partner not later than the close of business on the
10th day following the day on which such public announcement is first made by
the Partnership or the General Partner.
Nominations
of persons for election as a PVG Director to the Board of Directors also may be
made at a special meeting of Limited Partners at which PVG Directors are to be
elected in accordance with the provisions of the Partnership
Agreement.
Only such
persons who are nominated in accordance with the procedures set forth in the
Partnership Agreement will be eligible to be elected at an annual or special
meeting of Limited Partners to serve as PVG Directors. Notwithstanding the
foregoing, unless otherwise required by law, if each member of the Limited
Partner Group (or a qualified representative of each member of the Limited
Partner Group) does not appear at the annual or special meeting of Limited
Partners to present a nomination, such nomination shall be disregarded
notwithstanding that proxies in respect of such vote may have been received by
the General Partner or the Partnership.
In
addition to the provisions described above and in the Partnership Agreement, a
Limited Partner must also comply with all applicable requirements of the
Exchange Act; provided however, that any references in the Partnership Agreement
to the Exchange Act or the rules promulgated thereunder are not intended to and
do not limit any requirements applicable to nominations pursuant to the
Partnership Agreement, and compliance with the Partnership Agreement is the
exclusive means for a Limited Partner to make nominations.
The
description of Amendment No. 2 to the Second Amended and Restated Agreement of
Limited Partnership of the Partnership does not purport to be complete and is
qualified in its entirety by reference to the complete text of such agreement, a
copy of the form of which is filed as Exhibit 3.1 to this Current Report on Form
8-K and is incorporated herein by reference.
Amendment
No. 1 to First Amended and Restated Limited Liability Company Agreement of the
General Partner
Immediately
prior to the closing of the Offering, the Member will enter into Amendment No. 1
to the First Amended and Restated Limited Liability Company Agreement of the
General Partner (as so amended, the “General Partner Agreement”), which then
will become effective. The General Partner Agreement provides for, among other
items, the election of the PVG Directors of the Board of Directors in the manner
set forth in the Partnership Agreement and described above. As amended, the
General Partner Agreement provides that the number of directors constituting the
Board of Directors will be eight, unless otherwise fixed from time to time (at a
number greater than three) pursuant to a resolution adopted by a majority of the
directors.
The
Member shall be entitled to appoint all directors to the Board of Directors
other than the PVG Directors (the “Sponsor Directors”). Each Sponsor Director
shall hold office until such Sponsor Director’s successor shall have been duly
elected and qualified, or until such Sponsor Director’s earlier death,
resignation or removal. The Member shall have the right to remove any Sponsor
Director (with or without cause). If at any time there is a vacancy with respect
to one or more Sponsor Directors on the Board, any such vacancy may only be
filled by a person nominated for election and elected by the
Member.
The Board
of Directors, by adoption of a resolution approved by the Board of Directors
(including a majority of the PVG Directors) and without the consent of any other
person, may provide for the staggered election of PVG Directors as provided in
the Partnership Agreement.
The
description of Amendment No. 1 to the First Amended and Restated Limited
Liability Company Agreement of the General Partner does not purport to be
complete and is qualified in its entirety by reference to the complete text of
such agreement, a copy of the form of which is filed as Exhibit 3.2 to this
Current Report on Form 8-K and is incorporated herein by reference.
Amendments
to the PVR Agreement of Limited Partnership and the PVR General Partner’s
Limited Liability Company Agreement
The board
of directors of Penn Virginia Resource GP, LLC, a Delaware limited liability
company and the general partner (“PVR GP”) of Penn Virginia
Resource Partners, L.P. (“PVR”) approved the
amendments to the agreement of limited partnership of PVR and the board of
directors of the General Partner approved the amendments to the limited
liability company agreement of PVR GP described below and authorized the
officers of PVR GP and the General Partner to execute the amendments immediately
prior to the closing of the Offering.
Amendment
No. 2 to Third Amended and Restated Limited Partnership Agreement
Immediately
prior to the closing of the Offering, PVR GP will enter into Amendment No. 2
(“Amendment No. 2”) to the Third Amended and Restated Agreement of Limited
Partnership of PVR (as so amended, the “PVR Partnership Agreement”), which will
then become effective. Pursuant to the PVR Partnership Agreement, the limited
partners of PVR (the “PVR Limited Partners”) other than PVR GP and those PVR
Limited Partners holding an interest in PVR GP and their respective affiliates
(the “Unaffiliated PVR Limited Partners”) will have the right to vote in the
election of three independent directors (the “Class A Directors”) to the Board
of Directors of PVR GP. PVG will have the right to appoint the three directors
other than the Class A Directors (the “Class B Directors”) to the Board of
Directors of PVR GP (the “PVR Board of Directors”).
The PVR
Partnership Agreement provides that an annual meeting of the PVR Limited
Partners for the election of the Class A Directors to the PVR Board of Directors
will be held in June of each year beginning in 2011 or at such other date and
time as may be fixed from time to time by PVR GP. Notice of the annual meeting
will be given not less than 10 days nor more than 60 days prior to the date of
such meeting.
The PVR
Unaffiliated Limited Partners will vote together as a single class for the
election of Class A Directors to the PVR Board of Directors. The PVR
Unaffiliated Limited Partners entitled to vote will elect by a plurality of the
votes cast at such meeting persons to serve as Class A Directors on the PVR
Board of Directors who are nominated in accordance with the provisions of the
PVR Partnership Agreement. The exercise by a PVR Unaffiliated Limited Partner of
the right to elect the Class A Directors and any other rights afforded to such
PVR Unaffiliated Limited Partner under the PVR Partnership Agreement will be in
such PVR Unaffiliated Limited Partner’s capacity as a limited partner of PVR and
are not intended to cause a PVR Unaffiliated Limited Partner to be deemed to be
taking part in the management and control of the business and affairs of
PVR.
With
respect to the election of Class A Directors to the PVR Board of Directors, PVR
GP and those PVR Limited Partners holding an interest in PVR GP or their
respective affiliates will not be entitled to vote common units of PVR that are
otherwise entitled to vote at any meeting of the PVR Limited Partners. If PVR GP
has provided at least thirty days advance notice of any meeting at which Class A
Directors are to be elected, then the PVR Limited Partners holding outstanding
PVR units (other than PVR GP and those PVR Limited Partners holding an interest
in PVR GP or any of their respective affiliates) that attend such meeting shall
constitute a quorum, and if PVR GP has provided less than thirty days advance
notice of any such meeting, then PVR Limited Partners holding a majority of the
outstanding PVR units (other than PVR GP and those PVR Limited Partners holding
an interest in PVR GP or their respective affiliates) shall constitute a
quorum.
The
number of directors constituting the PVR Board of Directors will be six. The
number of Class A Directors on the PVR Board of Directors shall be three or such
other number as shall be set forth in the General Partner Agreement (as defined
below). Immediately prior to the effectiveness of Amendment No. 2 to the PVR
Partnership Agreement, Thomas W. Hofmann, James L. Gardner and James R. Montague
were independent directors on the PVR Board of Directors and, upon the
effectiveness of Amendment No. 2 to the PVR Partnership Agreement, Thomas W.
Hofmann, James L. Gardner and James R. Montague will each be appointed as a
Class A Director. Until such time as a PVR Triggering Resolution (as defined
below) has been adopted, each Class A Director shall be elected to serve a term
of one year to expire at the next annual meeting.
With
respect to any matter requiring approval of the PVR Board of Directors (but not
any matter requiring approval of only a specific class of directors), in the
event of a tie vote, the PVR Board of Directors will have delegated to Penn
Virginia Corporation the authority to break the tie vote; provided, however,
Penn Virginia Corporation shall not have such tie breaking authority at any time
after either a majority of the Class A Directors or a majority of the Class B
Directors have provided 10 days prior written notice of their election to
terminate Penn Virginia Corporation’s tie breaking authority.
Each
Class A Director will serve for a term ending as provided in the PVR Partnership
Agreement. By resolution (a “PVR Triggering Resolution”) of the PVR Board of
Directors (including a majority of the Class A Directors), and without the
consent of any other person, the Class A Directors may be divided into three
groups, Group I, Group II, and Group III. The Class A Director designated in the
PVR Triggering Resolution to Group I shall serve for an initial term that
expires at the annual meeting of PVR Limited Partners held immediately following
the PVR Triggering Resolution, the Class A Director designated in the PVR
Triggering Resolution to Group II shall serve for an initial term that expires
at the second annual meeting of PVR Limited Partners held following the PVR
Triggering Resolution, and the Class A Director designated in the PVR Triggering
Resolution to Group III shall serve for an initial term that expires at the
third annual meeting of PVR Limited Partners held following the PVR Triggering
Resolution. At each succeeding annual meeting beginning with the first annual
meeting after a PVR Triggering Resolution, successors to the group of directors
whose term expires at that annual meeting will be elected for a three-year
term.
Any
vacancy in a Class A Director on the PVR Board of Directors (including, without
limitation, any vacancy caused by an increase in the number of Class A Directors
on the PVR Board of Directors) may only be filled by a person nominated for
election by a majority of the remaining Class A Directors (or if there are no
Class A Directors, a majority of the Class B Directors) and consented to (such
consent not to be unreasonably withheld or delayed) by a majority of the
remaining directors, with such person being thereafter deemed elected. Any Class
A Director elected to fill a vacancy not resulting from an increase in the
number of Class A Directors shall have the same remaining term as that of his
predecessor.
A Class A
Director may be removed only at a meeting of the PVR Limited Partners upon the
affirmative vote of PVR Limited Partners (other than PVR GP and those PVR
Limited Partners holding an interest in PVR GP or any of their respective
affiliates) holding a majority of the outstanding PVR units (other than PVR GP
and those PVR Limited Partners holding an interest in PVR GP or any of their
respective affiliates); provided, however, a Class A Director may only be
removed if, at the same meeting, PVR Limited Partners holding a majority of the
outstanding PVR units nominate a replacement Class A Director (and any such
nomination shall not be subject to the nomination procedures otherwise set forth
in the PVR Partnership Agreement), and PVR Limited Partners (other than PVR GP
and those PVR Limited Partners holding an interest in PVR GP or any of their
respective affiliates) holding a majority of the outstanding PVR units (other
than PVR GP and those PVR Limited Partners holding an interest in PVR GP or
any of their respective affiliates) also vote to elect a replacement Class A
Director, and, provided, further, following a PVR Triggering Resolution, a Class
A Director may only be removed for cause.
Nominations
of persons for election of Class A Directors to the PVR Board of Directors may
be made at an annual meeting of the PVR Limited Partners only pursuant to PVR
GP’s notice of meeting (or any supplement thereto) (a) by or at the direction of
a majority of the Class A Directors (or, if there are no Class A Directors at
that time, by or at the direction of a majority of the Class B Directors) or (b)
by a PVR Limited Partner, or a group of PVR Limited Partners, that holds or
beneficially owns, and has continuously held or beneficially owned without
interruption for the prior 18 months, 5% of the outstanding PVR units (in either
case, a “PVR Limited Partner Group”) if each member of the PVR Limited Partner
Group was a record holder at the time the notice provided for in the PVR
Partnership Agreement is delivered to PVR GP, and if the PVR Limited Partner
Group complies with the notice procedures set forth in the PVR Partnership
Agreement.
For any
nominations brought before an annual meeting by a PVR Limited Partner Group, the
PVR Limited Partner Group must give timely notice thereof in writing to PVR GP.
The notice must contain certain information as described in the PVR Partnership
Agreement. To be timely, a PVR Limited Partner Group’s notice must be delivered
to PVR GP not later than the close of business on the 90th day, nor earlier than
the close of business on the 120th day, prior to the first anniversary of the
preceding year’s annual meeting (provided, however, that in the event that the
date of the annual meeting is more than 30 days before or more than 70 days
after such anniversary date, notice by the PVR Limited Partner must be so
delivered not earlier than the close of business on the 120th day prior to such
annual meeting and not later than the close of business on the later of the 90th
day prior to such annual meeting or the 10th day following the day on which
public announcement of the date of such meeting is first made by PVR or PVR GP).
For purposes of the 2011 annual meeting, the first anniversary of the preceding
year’s annual meeting will be deemed to be June 30, 2011. The public
announcement of an adjournment or postponement of an annual meeting will not
commence a new time period (or extend any time period) for the giving of a PVR
Limited Partner Group’s notice as described above.
In the
event that the number of Class A Directors to be elected to the PVR Board of
Directors is increased effective after the time period for which nominations are
due under the PVR Partnership Agreement and there is no public announcement by
PVR or PVR GP naming the nominees for the additional directorships at least 100
days prior to the first anniversary of the preceding year’s annual meeting, a
PVR Limited Partner Group’s notice will also be considered timely, but only with
respect to nominees for the additional directorships, if it is delivered to PVR
GP not later than the close of business on the 10th day following the day on
which such public announcement is first made by PVR or PVR GP.
Nominations
of persons for election as a Class A Director to the PVR Board of Directors also
may be made at a special meeting of PVR Limited Partners at which Class A
Directors are to be elected in accordance with the provisions of the PVR
Partnership Agreement.
Only such
persons who are nominated in accordance with the procedures set forth in the PVR
Partnership Agreement will be eligible to be elected at an annual or special
meeting of PVR Limited Partners to serve as Class A Directors. Notwithstanding
the foregoing, unless otherwise required by law, if each member of the PVR
Limited Partner Group (or a qualified representative of each member of the PVR
Limited Partner Group) does not appear at the annual or special meeting of PVR
Limited Partners to present a nomination, its nomination shall be disregarded
notwithstanding that proxies in respect of such vote may have been received by
PVR GP or PVR.
In
addition to the provisions described above and in the PVR Partnership Agreement,
a PVR Limited Partner must also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder; provided however, that
any references in the PVR Partnership Agreement to the Exchange Act or the rules
promulgated thereunder are not intended to and do not limit any requirements
applicable to nominations pursuant to the PVR Partnership Agreement, and
compliance with the PVR Partnership Agreement is the exclusive means for a PVR
Limited Partner to make nominations.
The
description of Amendment No. 2 to the Third Amended and Restated Agreement of
Limited Partnership of PVR does not purport to be complete and is qualified in
its entirety by reference to the complete text of such agreement, a copy of
which is filed as Exhibit 3.3 to this Current Report on Form 8-K and is
incorporated herein by reference.
Fifth
Amended and Restated Limited Liability Company Agreement of the General Partner
of PVR
Immediately
prior to the closing of the Offering, the Partnership and PVR will enter into
the Fifth Amended and Restated Limited Liability Company Agreement of PVR GP (as
so amended and restated, the “PVR General Partner Agreement”), which then will
become effective. The PVR General Partner Agreement provides for, among other
items, the election of the Class A Directors of the PVR Board of Directors in
the manner set forth in the PVR Partnership Agreement and described above. As
amended, the PVR General Partner Agreement provides that the number of directors
constituting the PVR Board of Directors will be six.
The
Partnership will be entitled to appoint all directors to the PVR Board of
Directors other than the Class A Directors. Each Class B Director shall hold
office until such Class B Director’s successor shall have been duly elected and
qualified, or until such Class B Director’s earlier death, resignation or
removal. The Partnership will have the right to remove any Class B Director
(with or without cause). If at any time there is a vacancy with respect to one
or more Class B Directors on the PVR Board of Directors, any such vacancy may
only be filled by a person nominated for election by the Class B Directors (or
if there are no Class B Directors, by the Partnership) and elected by the
Partnership.
The PVR
Board of Directors, by adoption of a resolution approved by the PVR Board of
Directors (including a majority of the Class A Directors) and without the
consent of any other person, may provide for the staggered election of Class A
Directors as provided in the PVR Partnership Agreement.
The
description of the Fifth Amended and Restated Limited Liability Company
Agreement of PVR GP does not purport to be complete and is qualified in its
entirety by reference to the complete text of such agreement, a copy of which is
filed as Exhibit 3.4 to this Current Report on Form 8-K and is incorporated
herein by reference.
Risk
Factors
Item 1A
of the Partnership’s Annual Report on
Form 10-K for the year ended December 31, 2009 sets forth information relating
to the material risks and uncertainties that affect the Partnership’s business
and common units. In addition to those risk factors, the Partnership believes
the following risk factor is also relevant to an understanding of its business,
financial condition and results of operations.
The selling
unitholder’s sale of our common units in the Offering will result in a
termination of our partnership for federal income tax
purposes.
A
partnership terminates for federal income tax purposes if there are sales or
exchanges which, in the aggregate, constitute 50% or more of the total interests
in the partnership’s capital and profits within a twelve-month period. In the
PVG Offering, the selling unitholder intends to sell common units
which constitute greater than 25% of the total interests in our capital and
profits. The selling unitholder’s sale of our common units in this
offering, along with previous sales of our common units, including the selling
unitholder’s
prior sales and sales in the public market, will result in a termination of our
partnership for federal income tax purposes.
While we
will continue our existence as a Delaware limited partnership, our tax
termination will, among other things, result in the closing of our taxable year
for all unitholders, which will result in us filing two tax returns (and our
unitholders could receive two Schedules K-1) for one fiscal year. The IRS has
recently announced a relief procedure whereby if a publicly traded partnership
that has terminated requests publicly traded partnership termination relief and
the IRS grants such relief, among other things, the partnership will only have
to provide one Schedule K-1 to unitholders for the tax year in which the
termination occurs. Our tax termination will be treated as a sale or exchange of
all of our interests in PVR, which will likely cause a termination of PVR as a
partnership for federal income tax purposes. As a result, we anticipate an
increase in the amount of taxable income to be allocated to our existing
unitholders. In the case of a unitholder reporting on a taxable year other than
a fiscal year ending December 31, the closing of our taxable year may also
result in more than twelve months of our taxable income or loss being includable
in such unitholder’s taxable
income for the year of termination. Our tax termination will not affect our
classification or PVR’s classification
as a partnership for federal income tax purposes, but instead, the
Partnership and PVR will each be treated as a new partnership for tax
purposes.
Certain
federal income tax preferences currently available with respect to coal
exploration and development may be eliminated as a result of future
legislation.
Among the
proposed legislative changes contained in the President’s Budget Proposal for
Fiscal Year 2011 is the elimination of certain key U.S. federal income tax
preferences relating to coal exploration and development. The Budget Proposal
would (i) require capitalization of exploration and development costs
relating to coal and other hard mineral fossil fuels, (ii) repeal the
percentage depletion allowance with respect to coal properties,
(iii) repeal capital gains treatment of coal and lignite royalties, and
(iv) exclude from the definition of domestic production gross receipts all
gross receipts derived from the sale, exchange, or other disposition of coal,
other hard mineral fossil fuels, or primary products thereof. The passage of
such proposed legislative changes or similar changes in U.S. federal income
tax laws could increase the amount of taxable income allocable to our
unitholders, increase the tax liability of unitholders with respect to an
investment in us and negatively impact the value of an investment in our
units.
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Item
9.01.
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Financial
Statements and Exhibits.
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3.1
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Form
of Amendment No. 2 to the Second Amended and Restated Agreement of Limited
Partnership of Penn Virginia GP Holdings, L.P.
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3.2
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Form
of Amendment No. 1 to the First Amended and Restated Limited Liability
Company Agreement of PVG GP, LLC.
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|
|
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3.3
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Form
of Amendment No. 2 to the Third Amended and Restated Agreement of Limited
Partnership of Penn Virginia Resource Partners, L.P.
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|
|
|
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3.4
|
|
Form
of Fifth Amended and Restated Limited Liability Company Agreement of Penn
Virginia Resource GP, LLC.
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|
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99.1
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|
Press
Release dated March 25,
2010.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: March
25, 2010
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Penn
Virginia GP Holdings, L.P.
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By:
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PVG
GP, LLC,
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|
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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:
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Nancy
M. Snyder
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Title:
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Vice
President, Chief Administrative
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|
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Officer
and General Counsel
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