Item 1.01. Entry into a Material Definitive Agreement.
On February 6, 2014, Athlon Energy Inc. ("Athlon") entered into an Underwriting
Agreement (the "Underwriting Agreement") with Apollo Athlon Holdings, L.P. and
AP Overseas VII (Athlon FC) Holdings, L.P., as selling stockholders (the
"Selling Stockholders"), and Citigroup Global Markets Inc. and Goldman, Sachs &
Co., as the representatives of the several underwriters named therein (the
"Underwriters"). The Underwriting Agreement relates to a public offering by the
Selling Stockholders of 14,000,000 shares of Athlon's common stock at a public
offering price of $32.00 per share (less the underwriting discount) (the "Firm
Shares Offering"). Pursuant to the Underwriting Agreement, the Selling
Stockholders granted the Underwriters a 30-day option to purchase up to
2,100,000 additional shares of Athlon's common stock at the public offering
price (less the underwriting discount) (the "Optional Shares Offering" and,
together with the Firm Shares Offering, the "Offering"). The Offering is
expected to close on February 12, 2014. Athlon will not receive any proceeds
from the sale of shares in the Offering. The Underwriting Agreement contains
customary representations, warranties and agreements of Athlon and the Selling
Stockholders and other customary obligations of the parties and termination
provisions. The Underwriting Agreement also provides for the indemnification by
Athlon of the Underwriters against certain liabilities, including liabilities
under the Securities Act of 1933, as amended the ("Securities Act").
The Offering was made pursuant to a registration statement on Form S-1,
initially filed with the Securities and Exchange Commission (the "SEC") on
January 24, 2014 (File No. 333-193528), as amended, and a registration statement
on Form S-1MEF (File No. 333-193803), which was filed with the SEC and became
immediately effective on February 6, 2014 pursuant to Rule 462(b) under the
Certain of the Underwriters and their respective affiliates have from time to
time performed, and may in the future perform, various financial advisory,
commercial banking and investment banking services for Athlon and its affiliates
in the ordinary course of business for which they have received and would
receive customary compensation.
The preceding summary of the Underwriting Agreement is qualified in its entirety
by reference to the full text of such agreement, a copy of which is attached as
Exhibit 1.1 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
1.1 Underwriting Agreement, dated February 6, 2014, by and among
Athlon Energy Inc., Apollo Athlon Holdings, L.P. and AP Overseas
VII (Athlon FC) Holdings, L.P., as selling stockholders, and
Citigroup Global Markets Inc. and Goldman, Sachs & Co., as the
representatives of the several underwriters.