SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
 

Penn Virginia Corporation

(Name of Issuer)
 

Common Stock, par value $0.01 per share

(Title of Class of Securities)
 

70788V102

(CUSIP Number)
 

David B. Charnin, Esq.

Strategic Value Partners, LLC

100 West Putnam Avenue

Greenwich, CT 06830
(203) 618-3500
 
Eleazer Klein, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, NY 10022

(212) 756-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

April 15, 2019

(Date of Event Which Requires Filing of This Statement)
 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

 

(Page 1 of 7 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No. 70788V102SCHEDULE 13D/APage 2 of 7 Pages

 

1

NAME OF REPORTING PERSON

Strategic Value Partners, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC (see Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,540,634 (1)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,540,634 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,540,634 (1)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.2% (2)

14

TYPE OF REPORTING PERSON

OO

         

 

(1) Consists of (i) 721,123 shares of Common Stock beneficially owned by Strategic Value Partners, LLC, as the investment manager of Strategic Value Master Fund, Ltd., (ii) 628,018 shares of Common Stock beneficially owned by SVP Special Situations III LLC, as the investment manager of Strategic Value Special Situations Master Fund III, L.P. and (iii) 191,493 shares of Common Stock beneficially owned by SVP Special Situations III-A LLC, as the investment manager of Strategic Value Opportunities Fund, L.P., all of which may also be deemed to be beneficially owned by Strategic Value Partners, LLC as the managing member of each such investment manager entity.

(2) Based on 15,105,251 shares of Common Stock outstanding as of February 22, 2019, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed by the Issuer with the Securities and Exchange Commission (the “SEC”) on February 27, 2019.

 

 

CUSIP No. 70788V102SCHEDULE 13D/APage 3 of 7 Pages

 

1

NAME OF REPORTING PERSON

SVP Special Situations III LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC (see Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

628,018 (1)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

628,018 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

628,018 (1)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.2% (2)

14

TYPE OF REPORTING PERSON

OO

         

 

(1) Consists of 628,018 shares of Common Stock beneficially owned by SVP Special Situations III LLC, as the investment manager of Strategic Value Special Situations Master Fund III, L.P.

(2) Based on 15,105,251 shares of Common Stock outstanding as of February 22, 2019, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed by the Issuer with the SEC on February 27, 2019.

 

 

CUSIP No. 70788V102SCHEDULE 13D/APage 4 of 7 Pages

 

1

NAME OF REPORTING PERSON

SVP Special Situations III-A LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC (see Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

191,493 (1)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

191,493 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

191,493 (1)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.3% (2)

14

TYPE OF REPORTING PERSON

OO

         

 

(1) Consists of 191,493 shares of Common Stock beneficially owned by SVP Special Situations III-A LLC, as the investment manager of Strategic Value Opportunities Fund, L.P.

(2) Based on 15,105,251 shares of Common Stock outstanding as of February 22, 2019, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed by the Issuer with the SEC on February 27, 2019.

 

 

CUSIP No. 70788V102SCHEDULE 13D/APage 5 of 7 Pages

 

1

NAME OF REPORTING PERSON

Victor Khosla

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC (see Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,540,634 (1)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,540,634 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,540,634 (1)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.2% (2)

14

TYPE OF REPORTING PERSON

IN

         

 

(1) Consists of (i) 721,123 shares of Common Stock beneficially owned by Strategic Value Partners, LLC, as the investment manager of Strategic Value Master Fund, Ltd., (ii) 628,018 shares of Common Stock beneficially owned by SVP Special Situations III LLC, as the investment manager of Strategic Value Special Situations Master Fund III, L.P. and (iii) 191,493 shares of Common Stock beneficially owned by SVP Special Situations III-A LLC, as the investment manager of Strategic Value Opportunities Fund, L.P., all of which may also be deemed to be beneficially owned by Strategic Value Partners, LLC as the managing member of each such investment manager entity. Mr. Khosla is the sole member of Midwood Holdings, LLC, which is the managing member of Strategic Value Partners, LLC and is also the indirect majority owner and control person of Strategic Value Partners, LLC, SVP Special Situations III LLC and SVP Special Situations III-A LLC.

(2) Based on 15,105,251 shares of Common Stock outstanding as of February 22, 2019, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed by the Issuer with the SEC on February 27, 2019.

 

CUSIP No. 70788V102SCHEDULE 13D/APage 6 of 7 Pages

 

AMENDMENT NO. 5 TO SCHEDULE 13D

 

Reference is hereby made to the statement on Schedule 13D filed with the SEC 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, Amendment No. 2 thereto filed on December 11, 2017, Amendment No. 3 thereto filed on January 19, 2018 and Amendment No. 4 thereto filed with on October 30, 2018 (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 of the Schedule 13D is hereby amended and supplemented with the following:
   
 

On April 15, 2019, David Geenberg, Co-Head of the U.S. Investment Team of SVP, resigned from his position as a member of the Board of Directors of the Issuer (the “Board”) and the Nominating and Governance Committee of the Board and as co-Chairman of the Board.

 

The disclosure below in Item 6 of this Amendment No. 5 is incorporated by reference into this Item 4.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
   
Item 6 of the Schedule 13D is hereby amended and supplemented with the following:
   
  On April 15, 2018, the SVP Parties and the Issuer terminated the Voting and Support Agreement.

 

     

 

 

CUSIP No. 70788V102SCHEDULE 13D/APage 7 of 7 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: April 16, 2019

 

 

 

  STRATEGIC VALUE PARTNERS, LLC
     
  By: /s/ James Dougherty
  Name:      James Dougherty
  Title:      Chief Financial Officer
     

 

  SVP SPECIAL SITUATIONS III LLC
     
  By: /s/ James Dougherty
  Name:      James Dougherty
  Title:      Chief Financial Officer
     

 

  SVP SPECIAL SITUATIONS III-A LLC
     
  By: /s/ James Dougherty
  Name:      James Dougherty
  Title:      Chief Financial Officer
     

 

  By: /s/ Victor Khosla
         Victor Khosla