News Column

ATHLON ENERGY INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Financial Statements and Exhibits

February 11, 2014



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 Securities Act.

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.

(d) Exhibits. Number Exhibit 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. 2



--------------------------------------------------------------------------------


For more stories on investments and markets, please see HispanicBusiness' Finance Channel



Source: Edgar Glimpses


Story Tools