Item 1.01. Entry into a Material Definitive Agreement.
On July 31, 2014
, Athlon Energy Inc.
("Athlon") entered into an Underwriting
Agreement (the "Underwriting Agreement") with Apollo Athlon Holdings, L.P.
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 12,500,000 shares of Athlon's common stock at a public
offering price of $46.25
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
1,875,000 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 Firm Shares
Offering is expected to close on August 6, 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
The Offering was made pursuant to a registration statement on Form S-1,
initially filed with the Securities and Exchange Commission
(the "SEC") on
June 17, 2014
(File No. 333-196823), as amended.
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.
Athlon Energy Inc.
1.1 Underwriting Agreement, dated July 31, 2014, by and among
, Apollo Athlon Holdings, L.P.
and AP Overseas VII (Athlon FC)
, as selling stockholders, and Citigroup Global Markets Inc.
Goldman, Sachs & Co., as the representatives of the several underwriters.