PVR PARTNERS, L. P. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2014-03-25: Form 8-K; Period of report 2014-03-20; Description 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; Details 1.01.
- 2014-03-07: Form 8-K; Period of report 2014-03-07; Description 7.01 Regulation FD Disclosure; Details 7.01.
- 2014-03-05: Form 8-K; Period of report 2014-03-04; Description 7.01 Regulation FD Disclosure; Details 7.01.
- 2014-02-26: Form 8-K; Period of report 2014-02-20; Description 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 5.03.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2014-03-25 | 8-K | 2014-03-20 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders | 1.01 On March 21, 2014, in connection with the Merger (as defined below) PVR Partners, L.P. (“PVR” or the “Partnership”) terminated the Amended and Restated Credit Agreement, dated as of August 13, 2010 by and among PVR Finco LLC, the guarantors party thereto, PNC Bank, National Association, as Administrative Agent, and the other financial institutions party thereto, as amended. 2.01 On March 21, 2014, Regency Energy Partners LP (“Regency”) completed the acquisition of the Partnership pursuant to the Agreement and Plan of Merger, dated as of October 9, 2013, as amended (the “Merger Agreement”), by and among the Partnership, PVR GP, LLC (“PVR GP”), Regency and Regency GP LP. 3.01 In connection with the consummation of the Merger, the New York Stock Exchange (the “Exchange”) was notified that each outstanding PVR common unit was converted pursuant to the Merger into the right to receive the Merger Consideration, subject to the terms and conditions of the Merger Agreement. 3.03 Pursuant to the terms of the Merger Agreement, each PVR common unit issued and outstanding or deemed issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive the Merger Consideration. 5.01 As a result of the Merger, a change of control of PVR occurred on March 21, 2014, and PVR was merged with and into Regency, with Regency continuing as the surviving entity. 5.02 At the effective time of the Merger, each of the members of the PVR GP board of directors resigned from the board and ceased to be a director of PVR GP. 5.03 At the effective time of the Merger, as contemplated by the Merger Agreement, the partnership agreement of Regency remained unchanged and is the agreement of limited partnership of Regency, as the surviving entity in the Merger. 5.07 On March 20, 2014, PVR held a special meeting of its unitholders. | d700575d8k.htm |
| 2014-03-07 | 8-K | 2014-03-07 | 7.01 Regulation FD Disclosure | 7.01 On March 7, 2014, PVR Partners, L.P. (“PVR”) issued a press release announcing that leading proxy advisory firm Glass Lewis recommends PVR unitholders vote “For” PVR’s merger with Regency Energy Partners LP. | d690027d8k.htm |
| 2014-03-05 | 8-K | 2014-03-04 | 7.01 Regulation FD Disclosure | 7.01 On March 4, 2014, PVR Partners, L.P. (“PVR”) issued a press release announcing that leading proxy advisory firm ISS recommends PVR unitholders vote “For” PVR’s merger with Regency Energy Partners LP. | d686699d8k.htm |
| 2014-02-26 | 8-K | 2014-02-20 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 5.03 On February 20, 2014, PVR GP, LLC (“PVR GP”) executed an Amendment (the “Second Amendment”) to the Fifth Amended and Restated Agreement of Limited Partnership of PVR Partners, L.P. (the “Partnership”), as contemplated by the Agreement and Plan of Merger, dated as of October 9, 2013 (as it may be amended from time to time, the “Merger Agreement”) by and among the Partnership, PVR GP, Regency Energy Partners LP, and Regency GP LP. 8.01 The information contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 8.01. | d684620d8k.htm |
| 2014-02-13 | 8-K | 2014-02-13 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 7.01 On February 13, 2014, PVR Partners, L.P. issued a press release regarding its financial and operational results for the three months and full year ended December 31, 2013. | d675294d8k.htm |
| 2014-02-10 | 8-K | 2014-02-10 | 8.01 Other Events | 8.01 On February 10, 2014, PVR Partners, L.P. (“PVR”) issued a press release announcing a record date of February 18, 2014 and meeting date of March 20, 2014 for the special meeting of its unitholders which will be held to approve the proposed merger of PVR into Regency Energy Partners, LP. | d674479d8k.htm |
| 2014-02-04 | 8-K | 2014-01-28 | 8.01 Other Events | 8.01 On January 28, 2014, PVR Partners,L.P. (“PVR”) together with PVR GP, LLC (“PVR GP”), the individual directors of PVR GP, Regency Energy Partners LP (“Regency”), Regency GP LP and RVP LLC, a subsidiary of Regency, entered into a Memorandum of Understanding (“MOU”) with Charles Monatt, Saul Srour, Stephen Bushansky, David Naiditch and Mark Hinnau, purported PVR unitholders. | d668893d8k.htm |
| 2014-01-30 | 8-K | 2014-01-28 | 7.01 Regulation FD Disclosure | 7.01 On January 28, 2014, PVR Partners, L.P. issued a press release announcing the declaration of its quarterly distribution. | d667734d8k.htm |
| 2014-01-14 | 8-K | 2014-01-13 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On January 13, 2014, PVR Partners, L.P. (the “Partnership”) issued a press release to provide an operational update on its Eastern Midstream segment for the year ending December 31, 2013. 7.01 On January 13, 2014, the Partnership issued a press release to provide an operational update on its Eastern Midstream segment for the year ending December 31, 2013. | d657760d8k.htm |