Willkie represented energy investment firm Juniper Capital Advisors in the transaction.
On November 3, Penn Virginia Corporation (NASDAQ:PVAC), a pure-play independent oil and gas company, and certain affiliates of Juniper Capital Advisors, L.P. announced Juniper will make a $188.4 million investment in Penn Virginia, a strategic transaction to improve Penn Virginia’s balance sheet and liquidity position, extend its second-lien term loan maturity and increase its cash flow and drilling inventory with complementary bolt-on assets.
The investment includes a cash investment of $150 million at $8.75 per share, a 13% premium to Penn Virginia’s closing share price on November 2, 2020 and a contribution of complementary oil and gas assets for 4.96 million equity interest in a Penn Virginia subsidiary (in an up-C structure as discussed below) at the closing price of its common stock on November 2, 2020, representing value of approximately $38.4 million.
Juniper will make its investment in Penn Virginia through an up-C structure, which will be implemented at the closing of the transaction. After completion of the transaction, Juniper is expected to own approximately 59 percent of Penn Virginia’s equity. As part of the transaction, Juniper will be restricted from selling any of its equity securities in Penn Virginia for six months following the closing of the transaction.
Penn Virginia expects to use $50.0 million of the cash proceeds to pay down and restructure its second-lien term loan (balance of $200.0 million as of October 30, 2020), with the balance of the cash proceeds used to significantly reduce the amount outstanding under the Company’s credit facility (balance of $314.4 million as of October 30, 2020) and to pay transaction fees and expenses.
Juniper Capital Advisors, L.P. is an energy investment firm based in Houston, Texas, with over $1.2 billion of cumulative equity commitments. Juniper is focused on working with high-quality management teams to provide transformational equity capital to demonstrate the value and productive potential of oil and gas properties located primarily in the continental United States.
Penn Virginia Corporation is a pure-play independent oil and gas company engaged in the development and production of oil, NGLs, and natural gas, with operations in the Eagle Ford shale in south Texas.
The Willkie team was led by partner Michael De Voe Piazza, and included partners Jeffrey Hochman, Steven Torello, Ryan Cicero and Robert Jacobson and associates Will Thanheiser and Lynn Abell.