Page 8 of 12 – SEC Filing
| Item 1. | Security and Issuer. |
This statement relates to the common stock, par value $0.01 (the “Common Stock”), of Penn Virginia Corporation, a corporation organized under the laws of the state of Virginia (the “Issuer”). The Issuer’s principal executive office is located at 14701 St. Mary’s Lane, Suite 275, Houston, Texas 77079.
| Item 2. | Identity and Background. |
(a) This statement is being filed by (1) The Mangrove Partners Master Fund, Ltd., a Cayman Islands exempted company (the “Master Fund”), (2) The Mangrove Partners Fund, L.P., a Delaware limited partnership (the “US Feeder”), (3) The Mangrove Partners Fund (Cayman), Ltd., a Cayman Islands exempted company (the “Cayman Feeder”), (4) Mangrove Partners, a Cayman Islands exempted company (“Mangrove Partners”), (5) Mangrove Capital, a Cayman Islands exempted company (“Mangrove Capital”) and (6) Nathaniel August. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
The Master Fund holds the shares of the Issuer that are the subject of this statement (the “Shares”). The US Feeder and the Cayman Feeder are the two controlling shareholders of the Master Fund. Mangrove Partners serves as the investment manager of each of the Master Fund, the US Feeder and the Cayman Feeder. Mangrove Capital serves as the general partner of the US Feeder. Mr. August is the principal and director of each of Mangrove Partners and Mangrove Capital. As a result, each of the US Feeder, the Cayman Feeder, Mangrove Partners, Mangrove Capital and Nathaniel August may be deemed to beneficially own the Shares held by the Master Fund.
The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein.
(b) The principal business address of each of the US Feeder, Mangrove Partners, Mangrove Capital and Nathaniel August is 645 Madison Avenue, 14th Floor, New York, New York 10022. The principal business address of each of the Master Fund and the Cayman Feeder is c/o Maples Corporate Services, Ltd., PO Box 309, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands KY1-1104. The officers and directors of the Master Fund, the Cayman Feeder, Mangrove Partners and Mangrove Capital and, to the extent that such persons are not also Reporting Persons, their principal occupations and business addresses are set forth on Schedule A and incorporated by reference in this Item 2.
(c) The principal business of the Master Fund is acquiring, holding and disposing of investment securities. The principal business of the US Feeder is investing in the Master Fund. The principal business of the Cayman Feeder is investing in the Master Fund. The principal business of Mangrove Partners is serving as the investment manager of each of the Master Fund, the US Feeder and the Cayman Feeder. The principal business of Mangrove Capital is serving as the general partner of the US Feeder. The principal occupation of Mr. August is serving as a director for each of Mangrove Partners and Mangrove Capital.
(d) No Reporting Person, nor any person listed on Schedule A annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person, nor any person listed on Schedule A annexed hereto, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Each of the Master Fund, the Cayman Feeder, Mangrove Partners and Mangrove Capital is organized as a limited liability exempted company under the laws of the Cayman Islands. The US Feeder is organized as a limited partnership under the laws of the State of Delaware. Nathaniel August is a citizen of the United States. The citizenship of the persons listed on Schedule A, who are not Reporting Persons, is set forth therein.
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