“Contributed Assets” means all of Rocky Creek’s right, title and interest to certain of its oil and gas interests and associated assets (including seismic data) located within Lavaca County, Texas and Fayette County, Texas, except for royalty and overriding royalty interests owned by a subsidiary of Rocky Creek and a customary list of exclusions, to be contributed to the Partnership (or its designated affiliate) pursuant to the Asset Agreement.
“Contribution Agreement” means that certain Contribution Agreement, dated as of November 2, 2020, by and among the Company, the Partnership and JSTX.
“Conversions” means, collectively, the conversion of each of the Company’s corporate subsidiaries, including Holdings, into limited liability companies which will be disregarded for U.S. federal income tax purposes. Each of the Conversions is referred to in this proxy statement as a “Conversion.”
“Second Lien Credit Agreement” means that certain Credit Agreement, dated as of September 29, 2017, among the Company, Holdings, as borrower, the lenders from time to time party thereto and Jefferies Finance LLC, as administrative agent and collateral agent (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time).
“Equity Transaction” means, collectively, the transactions contemplated by the Contribution Agreement.
“Evercore” means Evercore Group L.L.C., financial advisor to the Company.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“General Partner” means PV Energy Holdings GP, LLC, a Delaware limited liability company, the general partner of the Partnership and a direct, wholly-owned subsidiary of the Company.
“Holdings” means Penn Virginia Holding Corp., a Delaware corporation and a direct, wholly-owned subsidiary of the Company.
“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
“Investor Agreement” means that certain Investor and Registration Rights Agreement to be entered into at the Closing by the Company, JSTX and Rocky Creek, substantially in the form attached hereto as Annex E.
“Investor Directors” means the directors from time to time appointed to the Board pursuant to Juniper’s designation rights under the Investor Agreement and the Articles of Amendment.
“JSTX” means JSTX Holdings, LLC, a Delaware limited liability company and an affiliate of Juniper Capital.
“Juniper” means Juniper Capital, together with its affiliates, including JSTX and Rocky Creek.
“Juniper Capital” means Juniper Capital Advisors, L.P.
“Juniper Guarantor” means Juniper Capital III, L.P., a Delaware limited partnership, the parent of JSTX and an affiliate of Juniper Capital.
“Limited Guarantee” means the Limited Guarantee, dated as of November 2, 2020, executed by Juniper Guarantor in favor of the Company.
“MBOE” means one thousand barrels of oil equivalent.
“MMBOE” means one million barrels of oil equivalent.
“Nasdaq” means the Nasdaq Global Select Market.
“NGLs” means natural gas liquids. Natural gas liquids result from natural gas processing and crude oil refining and are used as petrochemical feedstocks, heating fuels and gasoline additives, among other applications.
“Okapi Partners” means Okapi Partners LLC, proxy solicitor to the Company.
“Outside Date” means 11:59 p.m. Eastern Time on May 2, 2021.
“Partnership” means PV Energy Holdings, L.P., a Delaware limited partnership and a direct, wholly-owned subsidiary of the Company.