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AMENDMENT NO. 3 TO SCHEDULE 13D
Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission by the Reporting Persons with respect to the Common Stock of the Issuer on September 21, 2016, Amendment No. 1 thereto filed on September 13, 2017, and Amendment No. 2 thereto filed in December 11, 2017 (as so amended, the Schedule 13D). Terms defined in the Schedule 13D are used herein as so defined.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented with the following:
As previously disclosed, the Reporting Persons have engaged in discussions with the Issuer regarding the Issuers performance, the operation of its business, and its ongoing prospects and strategic direction. Such discussions have resulted in the Issuer appointing David Geenberg, Co-Head of the U.S. Investment Team of Strategic Value Partners, LLC (SVP), to the Board of Directors of the Issuer (the Board) pursuant to the Support Agreement described in Item 6 below. Mr. Geenberg was also appointed non-executive co-chairman of the Board, and as a member and chairman of the Boards Nominating & Corporate Governance Committee.
The disclosure below in Item 6 of this Amendment No. 3 is incorporated by reference into this Item 4.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 is hereby amended and supplemented with the following:
On January 18, 2018, SVP, Strategic Value Opportunities Fund, L.P., Strategic Value Special Situations Fund III, L.P., and Strategic Value Master Fund, LTD. (collectively, the SVP Parties) entered into a support agreement (the Support Agreement) with the Issuer.
Pursuant to the Support Agreement, and concurrently with the execution of the Support Agreement, the Issuer, among other things, effective January 19, 2018, (i) increased the number of directors on the Board such that there would be two vacancies on the Board and (ii) elected Mr. Geenberg to fill one of the newly created vacancies. Subject to compliance with certain standstill and voting obligations by the SVP Parties, Mr. Geenberg will be included in the Companys slate of director nominees for election at the Issuers 2018 and 2019 annual meetings of shareholders.
The Support Agreement also includes a commitment by the SVP Parties that, during the Standstill Period (as defined in the Support Agreement), the SVP Parties and their affiliates will vote in favor of (i) any director nominees recommended by the Board to the shareholders for election and (ii) other routine matters submitted by the Board to the shareholders for a vote (which does not include any proposals that require shareholder approval relating to (1) amendments to the Issuers articles of incorporation or other organizational documents, (2) mergers, acquisitions, asset sales or purchases, recapitalizations, or other business combinations or extraordinary transactions, or (3) the issuance of Issuer equity securities in connection with any such transaction). The Standstill Period shall, subject to the Issuers compliance with the terms of the Support Agreement, extend until the later of (1) the completion of the Issuers 2019 annual meeting of shareholders and (2) 15 days after the date Mr. Geenberg (or a subsequent designee of the SVP Parties) ceases to be a director of the Issuer. If the SVP Parties and their affiliates cease collectively to beneficially own an aggregate of at least 5% of the Issuers then outstanding shares of Common Stock, Mr. Geenberg shall resign from the Board. In addition, if the SVP Parties materially breach the Support Agreement and fail to cure such breach (or take commercially reasonable actions to reduce the impact of such breach if such breach cannot be cured), Mr. Geenberg shall resign from the Board. In addition, the SVP Parties agreed to abide by certain customary standstill provisions during the Standstill Period.
This description of the Support Agreement is qualified in its entirety by reference to the full text of the Support Agreement, a copy of which is filed hereto as Exhibit D, and incorporated by reference into this Item 6.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended and supplemented with the following:
Exhibit F – Support Agreement, dated January 18, 2018 by and among Penn Virginia Corporation, Strategic Value Partners, LLC and certain funds and accounts managed by Strategic Value Partners, LLC
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