Item 5.07 Submission of Matters to a Vote of Security Holders
On September 8, 2021, Lonestar Resources US Inc., a Delaware corporation
("Lonestar"), following the declaration by the U.S. Securities and Exchange
Commission on September 7, 2021 that the Registration Statement on Form S-4 (No.
333-259017) (the "Registration Statement") of Penn Virginia Corporation, a
Virginia corporation ("Penn Virginia"), became effective, received written
consents from stockholders holding 8,009,626 shares of common stock, $0.001 par
value, of Lonestar ("Lonestar Common Stock"), approving the proposals set forth
below. The approval of the proposals by such stockholders constitutes approval
by a majority (approximately 80%) of the total shares of Lonestar Common Stock
issued and outstanding and entitled to submit written consents as of
September 7, 2021, the record date for the determination of the stockholders
entitled to consent in connection with the consent solicitation.
A summary of the proposals, which are described more fully in the proxy
statement/consent solicitation/prospectus that is part of the Registration
Statement, is set forth below:
Proposal 1. The adoption and approval of the Agreement and Plan of Merger, dated as
of July 10, 2021, by and between Penn Virginia and Lonestar, pursuant to
which Upsilon Merger Sub Inc., a Delaware corporation ("Merger Sub
Inc."), will merge with and into Lonestar (the "First Merger"), with
Lonestar surviving the First Merger as a wholly owned subsidiary of Penn
Virginia, and immediately following the First Merger, Lonestar will
merge with and into Pi Merger Sub LLC, a Delaware limited liability
company ("Merger Sub LLC") (the "Second Merger" and together with the
First Merger, the "Integrated Mergers"), with Merger Sub LLC surviving
the Second Merger as a wholly owned subsidiary of Penn Virginia.
Proposal 2. The adoption of the following resolution, on a non-binding, advisory
basis:
"RESOLVED, that the compensation that will or may be made to Lonestar's named
executive officers in connection with the Integrated Mergers, and the agreements
or understandings pursuant to which such compensation will or may be made, in
each case, as disclosed pursuant to Item 402(t) of Regulation S-K under the
heading "The Integrated Mergers-Interests of Lonestar's Directors and Executive
Officers in the Integrated Mergers" of the proxy statement/consent solicitation
statement/prospectus, dated September 7, 2021, which is part of the Registration
Statement on Form S-4 (No. 333-259017) of Penn Virginia are hereby APPROVED."
Item 8.01 Other Events
The completion of the Integrated Mergers remains subject to the satisfaction or
waiver of customary closing conditions. The deadline for submitting a written
consent for Lonestar stockholders who have not yet done so is 5:00 p.m., Central
Time, on October 4, 2021, as more fully described in the proxy statement/consent
solicitation/prospectus that is part of the Registration Statement.
* * *
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of such jurisdiction.
This communication is being made in respect of the proposed merger between
Lonestar Resources US Inc. ("Lonestar") and Penn Virginia Corporation ("Penn
Virginia"). In connection with the proposed merger, Penn Virginia filed with the
U.S. Securities and Exchange Commission (the "SEC") a Registration Statement on
Form S-4 (No. 333-259017) that includes a proxy statement/consent solicitation
statement/prospectus of Lonestar and Penn Virginia, as well as other relevant
documents regarding the proposed merger. The Registration Statement, as
--------------------------------------------------------------------------------
amended, was declared effective by the SEC on September 7, 2021. Lonestar and
Penn Virginia commenced mailing the definitive proxy statement/consent
solicitation statement/prospectus to Lonestar stockholders and Penn Virginia
shareholders on or about September 7, 2021. This communication is not a
substitute for the Registration Statement, the proxy statement/consent
solicitation statement/prospectus of Lonestar and Penn Virginia or any other
document that either or both of Lonestar or Penn Virginia or any of their
respective affiliates may file with the SEC or make available, respectively, to
Lonestar stockholders or Penn Virginia shareholders. INVESTORS AND SECURITY
HOLDERS OF PENN VIRGINIA AND LONESTAR ARE URGED TO CAREFULLY AND THOROUGHLY READ
THE REGISTRATION STATEMENT, THE PROXY STATEMENT/CONSENT SOLICITATION
STATEMENT/PROSPECTUS, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME,
AND OTHER RELEVANT DOCUMENTS FILED BY PENN VIRGINIA AND LONESTAR WITH THE SEC
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PENN VIRGINIA AND
LONESTAR, THE PROPOSED TRANSACTION, THE RISKS RELATED THERETO AND RELATED
MATTERS.
A definitive proxy statement/consent solicitation statement/prospectus has been
mailed to shareholders of each of Penn Virginia and Lonestar. Investors will be
able to obtain free copies of the Registration Statement and the proxy
statement/consent solicitation statement/prospectus, as each may be amended from
time to time, and other relevant documents filed by Penn Virginia and Lonestar
with the SEC through the website maintained by the SEC at www.sec.gov. Copies of
documents filed with the SEC by Penn Virginia, including the proxy
statement/consent solicitation statement/prospectus, will be available free of
charge from Penn Virginia's website at www.pennvirginia.com under the
"Investors" tab. Copies of documents filed with the SEC by Lonestar will be
available free of charge from Lonestar's website at www.lonestarresources.com
under the "Investor Relations" tab.
Participants in the Solicitation
Penn Virginia, Lonestar and certain of their respective directors, executive
officers and other members of management and employees may be deemed to be
participants in the solicitation of proxies from Penn Virginia's shareholders
and the solicitation of written consents from Lonestar's stockholders, in each
case with respect to the Proposed Transaction. Information about Penn Virginia's
directors and executive officers is available in Penn Virginia's Annual Report
on Form 10-K for the 2020 fiscal year filed with the SEC on March 9, 2021, and
its definitive proxy statement for the 2021 annual meeting of shareholders filed
with the SEC on April 7, 2021. Information about Lonestar's directors and
executive officers is available in Lonestar's Annual Report on Form 10-K for the
2020 fiscal year, as amended, filed with the SEC on April 30, 2021. Other
information regarding the participants in the solicitations and a description of
their direct and indirect interests, by security holdings or otherwise, will be
contained in the Registration Statement, the proxy statement/consent
solicitation statement/prospectus and other relevant materials to be filed with
the SEC regarding the Proposed Transaction. Security holders, potential
investors and other readers should read the proxy statement/consent solicitation
statement/prospectus carefully when it becomes available before making any
voting or investment decisions.
No Offer or Solicitation
This Current Report on Form 8-K is not intended to and shall not constitute an
offer to sell or the solicitation of an offer to sell or the solicitation of an
offer to buy any securities or a solicitation of any vote or approval, nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of securities shall
be made except by means of a prospectus meeting the requirements of Section 10
of the Securities Act of 1933, as amended.
Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. All statements,
other than statements of historical fact, included in this Current Report on
Form 8-K that address activities, events or developments that Penn Virginia or
Lonestar expects, believes or anticipates will or may occur in the future are
forward-looking statements. Words such as "estimate," "project," "predict,"
"believe," "expect," "anticipate," "potential," "create," "intend," "could,"
"would," "may," "plan," "will," "guidance," "look," "goal," "future," "build,"
"focus," "continue," "strive," "allow" or the negative of such terms or other
variations thereof and
--------------------------------------------------------------------------------
words and terms of similar substance used in connection with any discussion of
future plans, actions, or events identify forward-looking statements. However,
the absence of these words does not mean that the statements are not
forward-looking. These forward-looking statements include, but are not limited
to, (1) Lonestar's future production and capital expenditures, its ability to
maintain low cost structure, the impact of Gulf Coast pricing, the benefits of
its hedge positions and resumption of the drilling program, and its ability to
manage leverage and operate within cash flow, and (2) statements regarding the
Proposed Transaction with Penn Virginia described herein and as adjusted
descriptions of the combined company and its operations, integration, debt
levels, acreage, well performance, development plans, per unit costs, ability to
maintain production within cash flow, production, cash flows, synergies, type
curves, opportunities and anticipated future performance. Information adjusted
for the Proposed Transaction should not be considered a forecast of future
results. There are a number of risks and uncertainties that could cause actual
results to differ materially from the forward-looking statements included in
this Current Report on Form 8-K. These include the possibility that shareholders
of Penn Virginia may not approve the issuance of new shares of Penn Virginia
common stock in the Proposed Transaction or that stockholders of Lonestar may
not approve the Merger Agreement; the risk that a condition to closing of the
Proposed Transaction may not be satisfied, that either party may terminate the
Merger Agreement or that the closing of the Proposed Transaction might be
delayed or not occur at all; potential adverse reactions or changes to business
or employee relationships, including those resulting from the announcement or
completion of the Proposed Transaction; the parties do not receive regulatory
approval of the Proposed Transaction; the risk that changes in Lonestar's
capital structure and governance, including its status as a controlled company,
could have adverse effects on the market value of its securities; the ability of
Lonestar to retain customers and retain and hire key personnel and maintain
relationships with its suppliers and customers and on Lonestar's operating
results and business generally; the risk the Proposed Transaction could distract
management from ongoing business operations or cause Lonestar to incur
substantial costs; the risk that the expanded acreage footprint does not allow
for longer laterals, lower per unit operating expenses, and increased number of
wells per pad as expected; the ability of Lonestar to develop drilling
locations, which do not represent oil and gas reserves, into production or
proved reserves; the risk that Lonestar may be unable to reduce expenses or
access financing or liquidity; the risk that Lonestar does not realize expected
benefits of its hedges; the impact of the COVID-19 pandemic, any related
economic downturn and any related substantial decline in demand for oil and
natural gas; the risk of changes in governmental regulations or enforcement
practices, especially with respect to environmental, health and safety matters;
and other important factors that could cause actual results to differ materially
from those projected. All such factors are difficult to predict and are beyond
Lonestar's control, including those detailed in Lonestar's Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that
are available on Lonestar's website at www.pennvirginia.com and on the website
of the SEC at www.sec.gov. All forward-looking statements are based on
assumptions that Lonestar believes to be reasonable but that may not prove to be
accurate. Any forward-looking statement speaks only as of the date on which such
statement is made, and Lonestar undertakes no obligation to correct or update
any forward-looking statement, whether as a result of new information, future
events or otherwise, except as required by applicable law. Readers are cautioned
not to place undue reliance on these forward-looking statements, which speak
only as of the date hereof.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
LONESTAR RESOURCES US INC. 
