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Juniper Capital Advisors to Make Strategic investment in Penn Virginia | JN0-692 PDF get and exam Braindumps

The MarketWatch information branch turned into no longer panic in the creation of this content material.

HOUSTON, Nov 03, 2020 (GLOBE NEWSWIRE by means of COMTEX) -- --- Strengthens PVAC's steadiness Sheet, Materially Improves its Liquidity Profile, raises its Maturity Runway and provides extra Scale ---

Penn Virginia enterprise ("Penn Virginia" or the "enterprise") (NASDAQ:PVAC) and likely associates of Juniper Capital Advisors, L.P. ("Juniper") nowadays announced a strategic transaction to enrich Penn Virginia's steadiness sheet and liquidity position, extend its 2nd-lien time period loan maturity and raise its cash flow and drilling inventory with complementary bolt-on property.

Juniper will make a $188.4 million funding in Penn Virginia which comprises: i) a money funding of $150 million at $8.75 per share, a 13% top class to the enterprise's closing share rate on November 2, 2020 and ii) a contribution of complementary oil and gas belongings for 4.96 million equity pastime in a Penn Virginia subsidiary (in an up-C constitution as discussed under) at the closing rate of its commonplace stock on November 2, 2020, representing price of approximately $38.4 million.

Strategic rationale and merits

The transaction more than doubles the market capitalization of the company while paying down neatly over $100 million of debt. The transaction is anticipated to increase liquidity by using about 195% to $151 million, cut back the enterprise's leverage ratio with the aid of about 30% to 1.1x, lengthen the maturity runway for the 2d-lien term loan with the aid of two years to September 2024, and in the reduction of annual activity price with the aid of 20%, or $6 million per year.

The enterprise has a sturdy hedge e-book to mitigate decrease oil costs persisting into 2021 whereas conserving tremendous upside publicity to an oil expense healing. The company believes it could actually maintain production inside money flow at $forty per barrel West Texas Intermediate ("WTI") and generate free money circulate to cut back debt at $forty five per barrel WTI.

Juniper's oil and gas property complement the business's latest assets and add construction, cash move, and additional drilling places devoid of a rise in debt. The multiplied footprint is anticipated to allow for longer laterals, lessen per unit operating charges, and increase the number of wells per pad, all without a anticipated enhance to common and administrative costs.

The mixed acreage place is basically held-by way of-production, which offers enormous optionality for future building. moreover, the assets are located on inner most payment lands within the Eagle Ford trend's confirmed geology and contain lots of of future drilling locations. Advantaged smartly-level economics are pushed via advanced geology, a consolidated place for decrease expenses and longer laterals, positive Gulf Coast pricing, and considerable takeaway means.

Edward Geiser, Juniper's Managing accomplice commented, "we now have wide experience during this enviornment of the Eagle Ford, transforming into their portfolio company, Rocky Creek resources, over the last a number of years. Juniper is terribly excited to be partnering with the team at Penn Virginia, and they are dedicated to the business's lengthy-term success. Penn Virginia gives a special probability because it is one in every of just a few small-cap producers that can modestly grow production while nevertheless generating free cash stream because of its appropriate-tier asset base and access to top rate Gulf Coast pricing. Darrin, Rusty, and their crew are ideally fitted to highlight the cost of their desirable-tier belongings, and they agree with this transaction allows for the enterprise to bring superior long-term cost to shareholders."

"we're very completely satisfied to associate with Juniper on this transformational probability," referred to Darrin Henke, Penn Virginia's President and Chief government Officer. "The transaction drastically strengthens their stability sheet, adds complementary property, and makes it possible for us to spotlight their premier asset base. They evaluated a number of capital suppliers, and we're relocating forward with Juniper, given their history of successful operations in their enviornment of the Eagle Ford and their similar operational and fiscal views. Juniper and Penn Virginia have a common purpose in mind - to be a relied on, low-cost, excessive-margin producer that promises cost to shareholders in plenty of commodity rate environments. The Rocky Creek assets complement their present footprint, which provides additional scale and improves their per-unit charge structure. at last, this transaction extra solidifies their place as a pacesetter within the small cap E&P house, with a spotlight on value advent for their shareholders, with constant free money movement technology and low leverage amongst their good priorities."

Transaction Overview

Juniper will make its funding in Penn Virginia through an up-C constitution, which can be applied on the closing of the transaction. After completion of the transaction, Juniper is anticipated to personal approximately 59 % of Penn Virginia's equity. As a part of the transaction, Juniper should be confined from selling any of its equity securities in Penn Virginia for six months following the closing of the transaction.

Penn Virginia expects to make use of $50.0 million of the cash proceeds to pay down and restructure its second-lien term mortgage (stability of $200.0 million as of October 30, 2020), with the stability of the cash proceeds used to drastically cut back the quantity astounding under the enterprise's credit facility (stability of $314.4 million as of October 30, 2020) and to pay transaction costs and prices.

Following the closing, Edward Geiser, Juniper's Managing accomplice, will function Penn Virginia's Chairman of the Board, and Juniper will appoint four additional participants to the Board. Darrin Henke, Penn Virginia's President and Chief govt Officer, and the other participants of Penn Virginia's senior management are expected to proceed in their roles, and the business's present directors, together with Mr. Henke, will continue to be on the Board automatically following the closing.

In connection with the closing of the transaction, holders of Penn Virginia's 2d-lien time period personal loan have agreed to lengthen the maturity date from September 2022 to September 2024, moreover different changes to the term loan contract.

The transaction is anticipated to shut within the first quarter of 2021, subject to the satisfaction of conventional closing conditions, together with obtaining the requisite shareholder and regulatory approvals in addition to approval beneath the business's revolving credit facility.

Transaction and Third Quarter 2020 convention name

A convention name and webcast discussing the transaction and third quarter 2020 financial and operational effects is scheduled for Friday, November 6, 2020 at 10:00 a.m. ET. prepared remarks might be followed by way of a question and reply length. investors and analysts can also take part by the use of phone by way of dialing (844) 707-6931 (foreign: (412) 317-9248) five to 10 minutes before the scheduled delivery time, or by the use of webcast through logging on to the business's website, www.pennvirginia.com, as a minimum 15 minutes earlier than the scheduled delivery time to get aiding materials and deploy audio application, as fundamental. The webcast can even be accessed at https://functions.choruscall.com/links/pvc201106.html.

An on-demand replay of the webcast will be attainable on the company's web page beginning almost immediately after the webcast. The replay will also be purchasable from November 6, 2020 via November 13, 2020 with the aid of dialing (877) 344-7529 (international (412) 317-0088) and coming into the passcode 10149126.

Advisors

RBC Capital Markets, Evercore and Truist Securities, Inc. are serving as financial advisors to Penn Virginia. Kirkland & Ellis LLP and Gibson, Dunn & Crutcher LLP are serving as Penn Virginia's felony advisors. BoA Securities is serving as economic consultant to Juniper. Bracewell LLP and Willkie Farr & Gallagher LLP are serving as Juniper's felony advisors.

About Penn Virginia organization

Penn Virginia enterprise is a pure-play unbiased oil and gas business engaged within the development and creation of oil, NGLs, and natural gasoline, with operations in the Eagle Ford shale in south Texas. For extra assistance, please consult with their web page at www.pennvirginia.com. The assistance on the enterprise's web site isn't part of this liberate.

About Juniper Capital Advisors

Juniper Capital Advisors, L.P. is an power investment enterprise based in Houston, Texas, with over $1.2 billion of cumulative equity commitments. Juniper is concentrated on working with extraordinary administration teams to supply transformational equity capital to display the cost and productive advantage of oil and fuel residences observed basically within the continental united states.

ahead-looking Statements

This conversation includes "forward-searching statements" in the which means of section 27A of the Securities Act of 1933, as amended, and part 21E of the Securities exchange Act of 1934, as amended. All statements, apart from statements of historic fact, covered during this communique that address activities, events or developments that Penn Virginia expects, believes or anticipates will or might also occur sooner or later are forward-looking statements. words reminiscent of "estimate," "undertaking," "predict," "consider," "expect," "count on," "talents," "create," "intend," "may," "may additionally," "plan," "will," "assistance," "seem to be," "intention," "future," "build," "center of attention," "continue," "permit" or the poor of such terms or other diversifications thereof and words and phrases of similar substance utilized in reference to any discussion of future plans, movements, or hobbies determine ahead-looking statements. although, the absence of those phrases does not mean that the statements aren't forward-looking. These forward-looking statements include, but are not limited to, statements concerning the transactions with Juniper Capital described herein (the "Transaction"), pro forma descriptions of the combined enterprise and its operations, integration, debt tiers, acreage, smartly performance, building plans, per unit prices, capacity to maintain construction inside cash flow, synergies, alternatives and predicted future performance. seasoned forma guidance should still no longer be considered a forecast of future results. There are a couple of dangers and uncertainties that could cause precise effects to differ materially from the ahead-looking statements blanketed in this conversation. These include the anticipated timing and chance of entirety of the Transaction, including the timing, receipt and phrases and prerequisites of any required governmental and regulatory approvals of the Transaction that could cut back anticipated advantages or cause the parties to abandon the Transaction; the means to correctly combine the assets to be acquired within the Transaction; the prevalence of any experience, exchange or different circumstances that might provide rise to the termination of the contribution agreements related to the Transaction; the opportunity that shareholders of Penn Virginia can also now not approve the issuance of equity within the Transaction or there may be a prolong in receiving expected shareholder approval; the possibility that the parties can also not be in a position to satisfy the conditions to the Transaction in a timely method or in any respect; the possibility that any announcements relating to the Transaction may have opposed effects in the marketplace cost of Penn Virginia's general stock; the possibility that changes in Penn Virginia's capital structure and governance, including its popularity as a managed company, might have antagonistic consequences on the market value of its securities; the capacity of Penn Virginia to preserve customers and maintain and hire key personnel and keep relationships with its suppliers and customers and on Penn Virginia's operating outcomes and company generally; the risk the pending Transaction may distract administration from ongoing company operations or trigger Penn Virginia to incur sizeable expenses; the possibility that the increased acreage footprint does not enable for longer laterals, lower per unit working charges, and expanded variety of wells per pad as anticipated; the means of Penn Virginia to advance drilling areas, which don't characterize oil and gasoline reserves, into production or proved reserves; the risk that Penn Virginia may well be unable to cut back charges or access financing or liquidity; the chance that the company doesn't recognize expected advantages of its hedges; the impact of the COVID-19 pandemic, the connected financial downturn and the linked gigantic decline well-known for oil and herbal gas; and other crucial elements that might cause real consequences to vary materially from those projected. All such factors are complicated to foretell and are beyond Penn Virginia's control, together with these certain in Penn Virginia's Annual reviews on kind 10-k, Quarterly stories on kind 10-Q and existing experiences on form eight-k that can be found on Penn Virginia's site at www.pennvirginia.com and on the website of the Securities and exchange fee (the "SEC") at www.sec.gov. All ahead-looking statements are in line with assumptions that Penn Virginia believes to be low cost however that might also not prove to be correct. Any forward-searching statement speaks simplest as of the date on which such remark is made, and Penn Virginia undertakes no responsibility to suitable or replace any ahead-looking remark, no matter if on account of new counsel, future movements or in any other case, except as required with the aid of relevant law. Readers are recommended now not to location undue reliance on these forward-searching statements, which communicate most effective as of the date hereof.

more information and where to locate It

In connection with the Transaction, Penn Virginia will file a proxy commentary and other documents with the SEC. traders and protection holders are advised to cautiously examine the definitive proxy observation when it becomes accessible since it will include important assistance involving the Transaction.

A definitive proxy commentary should be despatched to shareholders of Penn Virginia concerning the approval of, amongst other things, the issuance of Penn Virginia fairness securities within the Transaction. This verbal exchange is not an alternative to any proxy remark or another document which Penn Virginia may additionally file with the SEC in reference to the proposed Transaction. traders AND safety HOLDERS OF PENN VIRGINIA ARE urged TO examine THE PROXY observation AND some other valuable files THAT may be FILED WITH THE SEC, in addition to ANY AMENDMENTS OR dietary supplements to those documents, carefully AND in their ENTIRETY once they develop into attainable because they'll include important advice concerning the PROPOSED TRANSACTION. buyers and safety holders can also attain a free copy of the definitive proxy observation (when available) and other documents filed by way of Penn Virginia with the SEC at the SEC's web page, www.sec.gov. The definitive proxy commentary (when obtainable) and such other files regarding Penn Virginia may also also be obtained free-of-charge by way of directing a request to Penn Virginia, Attn: Clay Jeansonne, 16285 Park Ten location, Suite 500, Houston, TX 77084, or from Penn Virginia's site, www.pennvirginia.com.

Penn Virginia and certain of its directors, executive officers and other contributors of management and personnel can also, beneath the guidelines of the SEC, be deemed to be "contributors" in the solicitation of proxies in reference to the proposed Transaction. counsel about the interests of the humans who may be "contributors" in the solicitation could be set forth in the definitive proxy commentary when it's filed with the SEC. counsel about Penn Virginia's govt officers and directors will also be found in the above-referenced proxy observation when it becomes attainable and in Penn Virginia's proxy commentary relating to its 2020 Annual assembly of Shareholders filed with the SEC on April 7, 2020 and Penn Virginia's current file on form 8-k filed with the SEC on August 21, 2020.

Footnotes

-- reflects the expected compensation of $one hundred million of indebtedness (as of October 30, 2020) and excludes transaction costs and prices estimated at between $17 million and $19 million.

Definition and rationalization of Free cash move

Free money circulate is not a measure of web income (loss) as decided via GAAP. They define Free money flow as Discretionary cash flow (non-GAAP) less acquisition capital plus asset divestiture proceeds plus earnings and use tax refunds less oil and gas capital costs. Discretionary money stream is defined as internet cash supplied through working activities (GAAP) less changes in working capital (latest assets and liabilities). Free cash circulation is not a measure of monetary performance beneath GAAP and will no longer be considered as a measure of liquidity or as an alternative to net cash offered by operating actions. They believe this presentation is customary via buyers and skilled analysis analysts for the valuation, comparison, rating, funding innovations of corporations within the oil and fuel exploration and creation business. They use this tips for comparative purposes within their trade.

net Debt

internet debt, with the exception of unamortized discount and debt issuance prices is a non-GAAP financial measure it truly is defined as complete primary volume of lengthy-time period debt less money and cash equivalents. probably the most similar financial measure to web debt, except unamortized bargain and debt issuance fees under GAAP is most important quantity of lengthy-term debt. internet debt is used with the aid of management as a measure of their financial leverage. web debt, aside from unamortized cut price and debt issuance expenses should now not be used by way of buyers or others because the sole foundation in formulating funding selections because it does not represent the company's exact indebtedness.

October 30, 2020 June 30, 2020 (in hundreds) credit Facility $ 314,400 $ 359,four hundred 2d lien term personal loan, apart from unamortized cut price and situation costs 200,000 200,000 cash and money equivalents (sixteen,078) (21,945) internet Debt $ 498,322 $ 537,455 Reconciliation of GAAP "web salary" to Non-GAAP "Adjusted EBITDAX" Adjusted EBITDAX represents web profits before activity fee, salary taxes, impairments of oil and gasoline homes, depreciation, depletion and amortization expense and share-based mostly compensation fee, additional adjusted to include the net realized commodity settlements of derivatives and exclude the effects of loss on earnings of property, non-cash alterations within the reasonable price of derivatives, and special items including different objects and reorganization objects. They consider this presentation is widespread by using investors and knowledgeable analysis analysts for the valuation, evaluation, score, funding options of corporations inside the oil and gasoline exploration and production business. They use this suggestions for comparative applications within their business. Adjusted EBITDAX isn't a measure of financial performance beneath GAAP and will no longer be considered as a measure of liquidity or as an alternative to internet profits. Adjusted EBITDAX as described by way of Penn Virginia can also no longer be similar to similarly titled measures used with the aid of other corporations and should be regarded at the side of web salary and different measures organized in accordance with GAAP, equivalent to operating profits or money flows from operating actions. Adjusted EBITDAX may still now not be regarded in isolation or as an alternative to an analysis of Penn Virginia's outcomes as mentioned under GAAP. LTM Ended June 30, 2020 net revenue $ 126,040 adjustments to reconcile to Adjusted EBITDAX: activity expense, internet 33,993 earnings tax expense 1,791 Impairments of oil and gasoline homes 35,509 Depreciation, depletion and amortization 169,254 Share-based mostly compensation fee (fairness-categorised) three,834 Loss on revenue of belongings, web 22 alterations for derivatives: web gains (103,053 ) Realized commodity settlements, net fifty nine,124 Adjustment for particular gadgets: other, internet 232 Adjusted EBITDAX $ 326,746 internet profits per BOE $ 12.56 Adjusted EBITDAX per BOE $ 32.fifty five

Contact

Clay Jeansonne

Investor relations

Ph: (713) 722-6540

electronic mail: make investments@pennvirginia.com

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Is there an issue with this press unencumber? Contact the source issuer Comtex at editorial@comtex.com. which you can additionally contact MarketWatch customer provider by way of their consumer middle.

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