CUSIP No. 70788V 102

 

 

 

UNITED STATES

 

 

 

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

 

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D/A

 

 

 

 

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

Penn Virginia Corporation

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

70788V 102

(CUSIP Number)

 

David B. Charnin

Strategic Value Partners, LLC

100 West Putnam Avenue

Greenwich, CT 06830

(203) 618-3500

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

 

May 5, 2020

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

* 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. 70788V 102

 

 

1.

Name of Reporting Person.
Strategic Value Partners, LLC

I.R.S. Identification No. of Above Person (Voluntary)

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds
Not Applicable

 

 

5.

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

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
519,264 (1)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
519,264 (1)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
519,264 (1)

 

 

12.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o

 

 

13.

Percent of Class Represented by Amount in Row (9) 
3.4% (2)

 

 

14.

Type of Reporting Person
OO

 


(1) Consists of (i) 243,052 shares beneficially owned by Strategic Value Partners, LLC as the investment manager of Strategic Value Master Fund, Ltd. and (ii) 211,671 shares beneficially owned by SVP Special Situations III LLC as the investment manager of Strategic Value Special Situations Master Fund III, L.P. and 64,541 shares beneficially owned by SVP Special Situations III-A LLC as the investment manager of Strategic Value Opportunities Fund, L.P. 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 15,157,919 shares of Common Stock outstanding as of March 17, 2020, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 7, 2020.

 

2


 

CUSIP No. 70788V 102

 

 

1.

Name of Reporting Person.
SVP Special Situations III LLC

I.R.S. Identification No. of Above Person (Voluntary)

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds
Not Applicable

 

 

5.

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

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
211,671 (1)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
211,671 (1)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
211,671 (1)

 

 

12.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o

 

 

13.

Percent of Class Represented by Amount in Row (9) 
1.4% (2)

 

 

14.

Type of Reporting Person
OO

 


(1) Consists of 211,671 shares 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 15,157,919 shares of Common Stock outstanding as of March 17, 2020, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 7, 2020.

 

3


 

CUSIP No. 70788V 102

 

 

1.

Name of Reporting Person.
SVP Special Situations III-A LLC

I.R.S. Identification No. of Above Person (Voluntary)

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds
Not Applicable

 

 

5.

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

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
64,541 (1)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
64,541 (1)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
64,541 (1)

 

 

12.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o

 

 

13.

Percent of Class Represented by Amount in Row (9) 
0.4% (2)

 

 

14.

Type of Reporting Person
OO

 


(1) Consists of 64,541 shares beneficially owned by SVP Special Situations III-A LLC, as the investment manager of Strategic Value Opportunities Fund, L.P.

(2) Based on 15,157,919 shares of Common Stock outstanding as of March 17, 2020, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 7, 2020.

 

4


 

CUSIP No. 70788V 102

 

 

1.

Name of Reporting Person.
Victor Khosla

I.R.S. Identification No. of Above Person (Voluntary)

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds
Not Applicable

 

 

5.

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

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
519,264 (1)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
519,264 (1)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
519,264 (1)

 

 

12.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o

 

 

13.

Percent of Class Represented by Amount in Row (9) 
3.4% (2)

 

 

14.

Type of Reporting Person
IN

 


(1) Consists of (i) 243,052 shares beneficially owned by Strategic Value Partners, LLC as the investment manager of Strategic Value Master Fund, Ltd. and (ii) 211,671 shares beneficially owned by SVP Special Situations III LLC as the investment manager of Strategic Value Special Situations Master Fund III, L.P. and 64,541 shares beneficially owned by SVP Special Situations III-A LLC as the investment manager of Strategic Value Opportunities Fund, L.P. 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 15,157,919 shares of Common Stock outstanding as of March 17, 2020, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 7, 2020.

 

5


 

AMENDMENT NO. 8 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, Amendment No. 2 thereto filed on December 11, 2017, Amendment No. 3 thereto filed on January 19, 2018, Amendment No. 4 thereto filed on October 30, 2018, Amendment No. 5 thereto filed on April 16, 2019, Amendment No. 6 thereto filed on February 14, 2020, and Amendment No. 7 thereto filed on May 4, 2020 (as so amended, the “Schedule 13D”). Terms defined in the Schedule 13D are used herein as so defined.

 

Item 5.   Purpose of Transaction.

 

Item 5 is hereby amended and supplemented with the following:

 

(a) — (b) The information requested by this paragraph is incorporated by reference herein to the information provided on the cover pages of this Amendment No. 8.

 

(c)  On May 4, 2020, the Reporting Persons effected the following transactions: 12,821 shares of Common Stock sold by Strategic Value Master Fund, Ltd., 11,165 shares of Common Stock sold by Strategic Value Special Situations Master Fund III, L.P., and 3,405 shares of Common Stock sold by Strategic Value Opportunities Fund, L.P., each at a price of $6.04 per share.

 

On May 5, 2020, the Reporting Persons effected the following transactions: 141,128 shares of Common Stock sold by Strategic Value Master Fund, Ltd., 122,907 shares of Common Stock sold by Strategic Value Special Situations Master Fund III, L.P., and 37,476 shares of Common Stock sold by Strategic Value Opportunities Fund, L.P., each at a price of $6.22 per share.

 

(e) The Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock on May 5, 2020.

 

6


 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

May 7, 2020

 

 

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

 

 

 

 

 

/s/ Victor Khosla

 

 

Victor Khosla

 

7