Penn Virginia Corp. (NYSE: PVA) has amended the terms of its tender offer for its 2016 senior notes.

Penn Virginia issued a tender offer to purchase any and all of its US $300 million in outstanding aggregate principal amount of 10.375% senior notes due 2016 to increase the total consideration to US $1,065.34 for each US $1,000 principal amount of 2016 senior notes that are validly tendered prior to April 24.

Holders who validly tender their 2016 senior notes and provide their consents to the amendments to the indenture before the consent expiration, will be eligible to receive the total consideration. The tender offer contemplates an early settlement option, so that holders whose 2016 senior notes are validly tendered prior to the consent expiration and accepted for purchase could receive payment on an initial settlement date, which is expected to be as early as April 25. Tenders of 2016 senior notes may be validly withdrawn and consents may be validly revoked until the withdrawal time. Holders who validly tender their 2016 senior notes after the consent expiration and prior to the expiration time will be eligible to receive payment on the final settlement date, which is expected to be May 9.

The total consideration for each US $1,000 principal amount of 2016 senior notes validly tendered and not validly withdrawn prior to the withdrawal time is US $1,065.34, which includes a consent payment of US $30 per US $1,000 principal amount of 2016 senior notes. Holders tendering after the consent expiration will be eligible to receive only the tender offer consideration, which is US $1,035.34 for each US $1,000 principal amount of 2016 senior notes, and does not include a consent payment. Holders whose 2016 senior notes are purchased in the tender offer will also receive accrued and unpaid interest from the most recent interest payment date for the 2016 senior notes up to, but not including, the applicable payment date.

In connection with the tender offer, Penn Virginia is soliciting consents to certain proposed amendments to the indenture. Holders may not tender their 2016 senior notes without delivering consents or deliver consents without tendering their 2016 senior notes. No consent payments will be made in respect of 2016 senior notes tendered after the consent expiration.

Tendered 2016 senior notes may be withdrawn and consents may be revoked before April 24, unless extended, but generally not afterwards, unless required by law. Any extension or termination of the tender offer will be followed as promptly as practicable by a public announcement thereof.

The tender offer is subject to the satisfaction of certain conditions including: (1) receipt of consents to the amendments to the Indenture from holders of a majority in principal amount of the outstanding 2016 senior notes, (2) execution of a supplemental indenture effecting the amendments, (3) consummation of the previously announced capital markets debt financing raising proceeds sufficient to fund the tender offer, (4) consummation of Penn Virginia's previously announced Eagle Ford shale acquisition and (5) certain other customary conditions.

D.F. King & Co. Inc. is the tender agent and information agent. RBC Capital Markets LLC is dealer manager and solicitation agent.

Penn Virginia Corp. is an independent oil and gas company engaged primarily in the exploration, development and production of oil and natural gas. The company is headquartered in Radnor, Pa.